Sing Lee Software (Group) Limited — Capital/Financing Update 2011

Jan 13, 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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(incorporated in Bermuda with limited liability)

(Stock Code: 8076)

GRANT OF SHARE OPTIONS

GRANT OF SHARE OPTIONS

On 13 January 2011 (after trading hours), the Board resolved to grant a total of 19,260,000 Share Options pursuant to the Share Option Scheme to a total of twenty-three Grantees.

For illustration purpose only, the grant of 19,260,000 Share Options to the Grantees which, if exercised, would represent approximately 2.37% of the issued share capital of the Company as at the date of this announcement and approximately 2.32% of the issued share capital of the Company as enlarged by the exercise of the Share Options.

IMPLICATION OF THE GEM LISTING RULES

The grant of the Share Options to the Grantees is subject to and conditional, amongst others, on the passing of a resolution by the Independent Shareholders at the SGM approving the grant of Share Options and the Specific Mandate with the Grantees and their respective associates abstaining from voting.

A circular containing, among other matters, further information on the grant of Share Options, the Specific Mandate, together with a notice of the SGM, will be despatched to the Shareholders in accordance with the GEM Listing Rules on or before 31 January 2011.

• For identification purposes only

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This announcement is made pursuant to Rule 23.06A of the GEM Listing Rules.

GRANT OF SHARE OPTIONS

On 13 January 2011 (after trading hours), the Board resolved to grant a total of 19,260,000 Share Options pursuant to the Share Option Scheme to a total of twenty-three Grantees.

Each of the Grantees is an employee of the Company. None of them is a director, chief executive or substantial shareholder of the Company, or an associate of any of them.

Details of the grant of Share Options are as follows:

Date of Grant : 13 January 2011 Number of Share Options : 19,260,000 Share Options to the Grantees granted Exercise Price of : HK$0.714 per Share the Share Options The Exercise Price of HK$0.714 represents a price which is the higher of (i) the closing price of the Shares of HK$0.690 as quoted on the Stock Exchange on the Date of Grant; (ii) a price of HK$0.714, being the average closing price of the Shares as quoted on the Stock Exchange for the five trading days immediately preceding the Date of Grant; and (iii) HK$0.01, being the par value of the Shares. Closing price of the Shares : HK$0.690 per Share on the date of grant Validity period of the Share : Valid for 10 years from 13 January 2011 to 12 January 2021 Options Vesting date of : 50% of the Share Options granted may be exercised the Share Options immediately after the Conditions are satisfied; and The remaining 50% of the Share Options granted may be exercised on or after 12 January 2012 Consideration for the grant of the : HK$1 paid by each Grantee upon acceptance of the Share Share Options Options granted

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Rights attached to the Shares : The Option Shares to be issued shall rank pari passu with the to be issued on the exercise of Shares then existing in all respects, including the entitlement the Share Options of receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of the Option Shares

Each Share Option will entitle the Grantee to convert into one Option Share

Conditions : The grant of Share Options is conditional and subject to:

• (i) the Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Option Shares; and

• (ii) the passing of resolution(s) by the Independent Shareholders at the SGM approving the grant of Share Options and the Specific Mandate

• Undertakings by each Grantee : Each of the Grantee undertakes to the Company that he shall be responsible for obtaining any governmental or other official consent or approval that may be required by any country or jurisdiction in order to permit the exercise of the Share Options and will provide evidence satisfactory to the Company that any such consent or approval has been obtained prior to the exercise of any Share Options

		Approximate %
		to issued share capital
		of the Company
	Number of Share	as at the date of
Name of Grantee	Options granted	this announcement
Chang, Patrick	2,300,000	0.28
Chen Xiang Yun	230,000	0.03
Ding Guo Ming	1,140,000	0.14
Guo Jin Chun	300,000	0.04
Hao Shu Xiu	230,000	0.03
Li Dong	200,000	0.02
Li Na	190,000	0.02
Li Zi Feng	300,000	0.04

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		Approximate %
		to issued share capital
		of the Company
	Number of Share	as at the date of
Name of Grantee	Options granted	this announcement
Lin Xue Xin	690,000	0.08
Liu Ye	1,000,000	0.12
Ning Zhi Gang	1,950,000	0.24
Qiu Lei	590,000	0.07
Sui Xiao Ran	190,000	0.02
Tong Tsz Kwan	2,300,000	0.28
Wang Hai Jun	300,000	0.04
Wang Li Hui	190,000	0.02
Wang Sheng Shou	680,000	0.08
Yin Yi	2,000,000	0.25
Yu Dong Bin	300,000	0.04
Zang Jing Jing	300,000	0.04
Zeng Xu Cong	380,000	0.05
Zhang Mei Fang	1,500,000	0.18
Zhu Xiao Yun	2,000,000	0.25

For illustration purpose only, the grant of 19,260,000 Share Options to the Grantees which, if exercised, would represent approximately 2.37% of the issued share capital of the Company as at the date of this announcement and approximately 2.32% of the issued share capital of the Company as enlarged by the exercise of the Share Options.

REASONS FOR THE GRANT OF SHARE OPTIONS

The Share Options are proposed to be granted to the Grantees in recognition of their commitment, support and contribution to the growth of the Group and as an incentive for their continuing commitment and support to the Group in future.

The Directors (including the independent non-executive Directors) consider that the grant of Share Options are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

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EFFECT ON THE SHAREHOLDING STRUCTURE

The following table illustrates changes in the shareholding structure in the issued share capital of the Company assuming exercise in full of the Share Options:

Goldcorp (Note 1) Public Shareholders: The Grantees (Note 4) Other public Shareholders Total	As at the date of this announcement Number of Shares % 287,855,000 35.46 523,985,000 64.54 811,840,000 100.00	Assuming full exercise of the Share Options Number of Shares % 287,855,000 34.63 19,260,000 2.32 523,985,000 63.05 831,100,000 100.00	Assuming full exercise of the Share Options Number of Shares % 287,855,000 34.63 19,260,000 2.32 523,985,000 63.05 831,100,000 100.00
			100.00

Notes:

1. Goldcorp is a company incorporated in the British Virgin Islands equally owned by Mr. Hung and Great Song which in turn is wholly owned by Ms. Li.

2. As at the date of this announcement, save for the unlisted warrants convertible into 143,000,000 Shares upon fully exercise of the subscription right attached thereto and 59,820,000 outstanding share options of the Company, the Company does not have any options, warrants or convertible securities in issue.

3. The above table does not take into account the 65,000,000 share options of the Company granted to Mr. Hung on 10 January 2011. Details of which are set out in the announcement of the Company dated 10 January 2011.

4. These numbers relate to the total number of Shares that may be converted upon full exercise of the Share Options.

IMPLICATION OF THE GEM LISTING RULES

No Grantees have been granted any options in the 12-month period immediately before the date of grant of the Share Options entitling each of them to exceed 1% of the Shares in issue. Further, the grant of the Share Options to the Grantees and all outstanding options granted by the Company and yet to be exercised will not exceed 30% of the Shares in issue as at the date of announcement. None of the Grantees is a director, chief executive or substantial shareholder of the Company or any of their respective associates.

However, the total number of Option Shares to be issued under the Share Options to be granted to the Grantees in aggregate with the total number of Shares to be issued upon exercise of all options previously granted exceeds the Scheme Mandate Limit.

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Pursuant to Note 1 to Rule 23.03(3) of the GEM Listing Rules, the Company would have to seek separate approval by the Shareholders in general meeting for the Specific Mandate authorizing the grant of Share Options beyond the existing Scheme Mandate Limit provided the Share Options in excess of the Scheme Mandate Limit are granted only to grantees specifically identified by the Company before such approval is sought. The names of the Grantees are set out in the section “Grant of Share Options” above.

A circular containing, among other matters, further information on the grant of Share Options, the Specific Mandate, together with a notice of the SGM, will be despatched to the Shareholders in accordance with the GEM Listing Rules on or before 31 January 2011.

GENERAL

The Group is principally engaged in the development and sales of information and network technologies and services to the financial industry in the People’s Republic of China.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Option Shares, which may be issued upon the exercise of the Share Options to be granted under the Specific Mandate.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“associates”	has the meaning ascribed thereto under the GEM Listing Rules
“Board”	the board of Directors
“Company”	Sing Lee Software (Group) Limited, a company incorporated in
	Bermuda with limited liability and the issued shares of which are
	listed on GEM
“connected person”	has the meaning ascribed thereto under the GEM Listing Rules
“Date of Grant”	13 January 2011
“Director(s)”	director(s) of the Company
“Exercise Price”	the exercise price of the Share Options, being HK$0.714 per Share
“GEM”	the Growth Enterprise Market of the Stock Exchange

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“GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

“Goldcorp”	Goldcorp Industrial Limited, a company incorporated in the
	British Virgin Islands equally owned by Mr. Hung and Great Song
“Grantees”	a total of twenty-three employees of the Company who were
	offered the grant of certain Share Options under the Share Option
	Scheme
“Great Song”	Great Song Enterprises Limited, a company incorporated in
	British Virgin Islands and wholly owned by Ms. Li
“Group”	the Company and its subsidiaries
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Shareholders”	Shareholders, other than the Grantees and their respective
	associates
“Mr. Hung”	Mr. Hung Yung Lai, the chairman of the Company, an executive
	Director
“Ms. Li”	Ms. Li Kei Ling
“Option Shares”	Shares to be allotted and issued upon exercise of the Share
	Options under the Specific Mandate
“Scheme Mandate Limit”	the existing scheme mandate limit, which represents 10 per cent.
	of the Shares in issue as at the date of the approval of the last
	refreshment of the limit for grant of Share Options under the
	Share Option Scheme
“SGM”	A special general meeting of the Company to be convened and
	held to consider and, if thought fit, approve (among other matters)
	the grant of Share Options and the Specific Mandate
“Share(s)”	ordinary issued share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Shares

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“Share Options”

a total of 19,260,000 share options granted to the Grantees to subscribe for a total of 19,260,000 Option Shares at the Exercise Price pursuant to the Share Option Scheme

“Share Option Scheme” the share option scheme adopted by the Company on 27 August 2001 “Specific Mandate” a specific mandate to be sought from the Independent Shareholders to allot, issue or otherwise deal in the Option Shares upon exercise of the conversion rights under the Share Options

“Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$ and cents” Hong Kong dollars and cents, the lawful currency of Hong Kong “%” per cent.

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

Hong Kong, 13 January 2011

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 in 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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