Sing Lee Software (Group) Limited — Governance Information 2004

Apr 15, 2004

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 and 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

PROPOSAL FOR AMENDMENT TO BYE-LAWS ANNOUNCEMENT

Due to the enactment of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”), the Company is required to amend its Bye-Laws (the “Bye-Laws”) to reflect the relevant changes in the SFO. In addition, the Stock Exchange has recently amended, among other things, Appendix 3 to the Listing Rules and the revised Listing Rules took effect on 31st March, 2004. The Company as a listed issuer is required to amend its Bye-Laws to ensure compliance with the amended provisions of Appendix 3 to the Listing Rules at the earliest opportunity and, in any event, no later than the conclusion of its next annual general meeting.

In view of the enactment of the SFO and in order to comply with the amended Listing Rules, the Directors wish to seek the shareholders’ approval at the AGM of the proposed amendments to the Bye-Laws.

The board of directors of the Company therefore proposes to put forward to the Shareholders for approval at the AGM, resolutions to amend the Bye-Laws to, among other things:

• (a) allow every proxy appointed by a member which is a clearing house to vote on a show of hands;

• (b) adopt the definition of “clearing house” in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”);

• (c) allow a member which is a clearing house to appoint multiple corporate representatives;

• (d) allow corporate communications by electronic means and provision of summary financial reports in place of annual reports and accounts;

• (e) allow members to remove a director at any general meeting before the expiration of his period of office by an ordinary resolution;

• (f) require that the minimum seven-day period for lodgment by shareholders of the notice to nominate a Director to commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days before the date of such meeting;

• (g) prohibit Directors from voting at and being counted towards the quorum of the board meeting on any matter in which any of his associates has a material interest; and

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• (h) to exclude the votes cast by a shareholder in contravention of a requirement or restriction under the Listing Rules.

In addition, the board also proposed that the new Bye-Laws of the company, consolidating all the changes to be passed by the shareholders of the Company at the AGM, be adopted in replacement of the Bye-Laws with effect from the date of passing of the relevant special resolution.

The proposed amendments to the Bye-Laws are subject to the approval of the shareholders of the Company by way of special resolution at the AGM. A circular containing, among other things, particular of the proposed amendments to the Bye-Laws will be despatched to the shareholders of the Company as soon as possible.

By order of the Board Hung Yung Lai Chairman

The Board comprises of:

Hung Yung Lai (Executive Director) Cui Jian (Executive Director) Xu Shu Yi (Executive Director) Pan Yun He (Independent Non-Executive Director) Pao Ping Wing (Independent Non-Executive Director)

Hong Kong, 15 April 2004

This announcement, for which the directors of Sing Lee Software (Group) Limited 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 Sing Lee Software (Group) Limited. 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 appear on the GEM website for seven days from the date of this announcement.

* For identification purposes only

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