Sing Lee Software (Group) Limited — Proxy Solicitation & Information Statement 2011

Feb 9, 2011

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(Incorporated in the Bermuda with limited liability)

(Stock Code: 8076)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2 ]

shares of HK$0.01 each in the capital

of Sing Lee Software (Group) Limited (the “Company”), HEREBY APPOINT[3 ] of

or failing him, the Chairman of the meeting as my/our proxy to attend the Special General Meeting of the Company to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 28 February 2011 at 10:00 a.m. and at any adjournment thereof, to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To approve the grant of share options to Mr. Hung Yung Lai and the specific mandate to allot, issue and deal with the shares of the Company upon conversion of the foregoing share options
2.	To approve the grant of share options to the twenty-three employees of the Company and the specific mandate to allot, issue and deal with the shares of the Company upon conversion of the foregoing share options
3.	To refresh the existing scheme mandate limit of the existing share option scheme and any other share option schemes of the Company
4.	To adopt a new share option scheme of the Company

Dated this day of 2011 Signature[5]

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL .

2. Please insert the number of shares of HK$0.01 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company.

4. IMPORTANT : If you wish to vote for any of the resolution, tick in the appropriate box marked “For”. If you wish to vote against any of the resolution, tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred above.

5. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him.

6. This instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

7. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar, Tricor Abacus Ltd., 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

8. Deliver of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

10. Any alteration made to this form should be initialled by the person who signs the form.

11. In accordance with the Rules Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, voting on the above resolutions will be taken by poll.

12. The complete version of the resolutions and further details in relation thereto are set out in the circular and the notice of the meeting of the Company both dated 10 February 2011. Copies of which may be found on the website of the Stock Exchange at www.hkgem.com under “Latest Listed Companies Information” and on the website of the Company at http://www.singlee.com.cn.

13. For identification purposes only