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

Feb 9, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sing Lee Software (Group) Limited (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in the Bermuda with limited liability)

(Stock Code: 8076)

(1) GRANT OF SHARE OPTIONS TO A DIRECTOR; (2) GRANT OF SHARE OPTIONS TO EMPLOYEES; (3) REFRESHMENT OF SCHEME MANDATE LIMIT; (4) ADOPTION OF NEW SHARE OPTION SCHEME; AND (5) NOTICE OF SGM

Independent Financial Adviser

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A letter from the board of directors of the Company is set out on page 6 to 25 of this circular.

A notice convening a special general meeting (“ SGM ”) 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. is set out on pages 47 to 51 of this circular. Whether or not you are able to attend such meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to branch share registrar of the Company in Hong Kong, Tricor Abacus Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcement” page for at least 7 days from the date of posting and on the website of the Company at http://www.singlee.com.cn.

10 February 2011

• For identification purposes only

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Appendix – Principal terms of the New Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47

– ii –

DEFINITIONS

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

“Abstained Shareholders” all the connected persons of the Company (other than Mr. Hung, Goldcorp and their respective associates) who will abstain from voting in favour of the resolution to approve the grant of the Director Share Options to Mr. Hung

“Announcements” collectively, the DSO Announcement and the ESO Announcement “associates” has the meaning ascribed thereto under the GEM Listing Rules

• “Board” the board of Directors

• “Business Day” a day on which the Stock Exchange is open for business dealing in securities

“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

• “Directors”

• directors of the Company

• “Director Share Options” a total of 65,000,000 share options granted to the Mr. Hung to subscribe for a total of 65,000,000 Option Shares at the DSO Exercise Price pursuant to the Existing Scheme

• “DSO Announcement” the announcement of the Company dated 10 January 2011 in relation to the grant of the Director Share Options

• “DSO Date of Grant” 10 January 2011

“DSO Exercise Price” the exercise price of the Director Share Options to Mr. Hung, being HK$0.730 per Share

– 1 –

DEFINITIONS

• “DSO Independent Shareholders, other than Mr. Hung. Goldcorp and their Shareholders” respective associates with the Abstained Shareholders abstaining from voting in favour in connection with the Director Share Options

• “DSO Specific Mandate” a specific mandate to be sought from the DSO Independent Shareholders to allot, issue or otherwise deal in the Option Shares upon exercise of the conversion rights under the Director Share Options

• “Employee(s)” any employee(s) (including directors), whether full time or part-time, of the Group

• “Employee Grantees” a total of twenty-three employees of the Company who were offered the grant of the Employees Share Options pursuant to the Existing Scheme

• “Employees Share Options”

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

• “ESO Announcement”

• the announcement of the Company dated 13 January 2011 in relation to the grant of the Employees Share Options

• “ESO Date of Grant”

• 13 January 2011

• “ESO Exercise Price”

• the exercise price of the Employees Share Options to the Employees Grantees, being HK$0.714 per Share

• “ESO Independent Shareholders”

• Shareholders, other than the Employee Grantees and their respective associates

• “ESO Specific Mandate”

• a specific mandate to be sought from the ESO Independent Shareholders to allot, issue or otherwise deal in the Option Shares upon exercise of the conversion rights under the Employees Share Options

– 2 –

	DEFINITIONS
“Existing Options”	share options granted and remaining outstanding under the
	Existing Scheme, other than the Share Options
“Existing Scheme”	the existing share option scheme adopted by the Company on
	27 August 2001
“GEM”	the Growth Enterprise Market of the Stock Exchange
“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
“Grantee”	any Participant who will be offered and accepted an Option in
	accordance with the terms of the New 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 PRC
“Independent Board	a board comprising all the independent non-executive Directors
Committee”	to advise the DSO Independent Shareholders and provide
	them with a recommendation as to voting of the relevant
	resolution(s) of the grant of the Director Share Options to Mr.
	Hung
“Independent Financial	Veda Capital Limited, the independent financial adviser to the
Adviser”	Independent Board Committee with regard to the grant of the
	Director Share Options to Mr. Hung
“Latest Practicable Date”	1 February 2011, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular

– 3 –

DEFINITIONS

“Mr. Hung”	Mr. Hung Yung Lai, the chairman of the Company, an
	executive Director
“Ms. Li”	Ms. Li Kei Ling
“New Scheme”	the new share option scheme of the Company proposed to
	be adopted and approved by the shareholders at the SGM, a
	summary of its principal terms is set out in the Appendix to
	this circular
“Notice of SGM”	a notice to the Shareholders convening the SGM
“Options”	the options that may be granted under the Schemes to
	subscribe for Shares in accordance with the their respective
	terms thereof
“Option Shares”	new Shares to be allotted and issued upon exercise of the Share
	Options under the Specific Mandate
“Participant”	for the purpose of the New Scheme, any Employee, Director,
	consultant or adviser who, in the sole discretion of the Board,
	have contributed or will contribute to the Group
“PRC”	The People’s Republic of China
“Proposed Refreshment”	the proposed refreshment of the Scheme Mandate Limit
“Scheme Mandate Limit”	the total number of Shares which may be issued upon exercise
	of all options that may be granted under the Existing Scheme
	and the New Scheme and any other share option schemes of
	the Company which shall not in aggregate exceed 10% of the
	Shares in issue as at the date of the passing of the relevant
	resolution(s) for its refreshment
“Schemes”	collectively, the Existing Scheme and the New 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, the Specific Mandate and
	the New Scheme

– 4 –

DEFINITIONS

• “Shareholder(s)” holder(s) of the Shares “Share Options” collectively, 84,260,000 share options comprising the Director Share Options and the Employees Share Options

• “Shares” the ordinary shares of HK$0.01 each of the Company and if there has been a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, such shares forming part of the ordinary equity share capital of the Company

• “Specific Mandate” collectively, the DSO Specific Mandate and the ESO Specific Mandate

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscription Price” the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option

• “Takeovers Code” The Hong Kong Code on Takeovers and Mergers

• “Whitewash Waiver” a waiver from the Executive pursuant to Note 1 on the Dispensations from Rule 26 of the Takeovers Code in respect of the obligations of Mr. Hung and his parties acting in concert to make a mandatory general offer for all the Shares and other securities of the Company not already owned by him or them which would otherwise arise as a result of the issue of the Option Shares upon conversion of the Director Share Options

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

– 5 –

LETTER FROM THE BOARD

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(Incorporated in the Bermuda with limited liability)

(Stock Code: 8076)

Executive Directors: Hung Yung Lai (Chairman) Cui Jian Xu Shu Yi

Registered office: Clarendon House 2 Church Street Hamilton, HM11 Bermuda

Independent non-executive Directors:

Pao Ping Wing Tam Kwok Hing Lo King Man

Head office and principal place of business: 32nd Floor, Morrison Plaza 5-9A Morrison Hill Road Wanchai Hong Kong

10 February 2011

To the Shareholders

Dear Sir or Madam,

(1) GRANT OF SHARE OPTIONS TO A DIRECTOR; (2) GRANT OF SHARE OPTIONS TO EMPLOYEES; (3) REFRESHMENT OF SCHEME MANDATE LIMIT; (4) ADOPTION OF NEW SHARE OPTION SCHEME; AND (5) NOTICE OF SGM

1. INTRODUCTION

Reference is made to the Announcements in relation to the grant of the Director Share Options and the Employees Share Options.

• For identification purposes only

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) further information regarding the Director Share Options and the Employees Share Options; (ii) recommendation from the Independent Board Committee to the DSO Independent Shareholders as to voting of the relevant resolution(s) to be proposed at the SGM in connection with the Director Share Options; (iii) the letter of the Independent Financial Adviser advising the Independent Board Committee in connection with the grant of the Director Share Options; (iv) further information regarding the Proposed Refreshment; (v) information relating to the New Scheme; and (vi) the Notice of SGM.

2. GRANT OF THE DIRECTOR SHARE OPTIONS TO MR. HUNG

On 10 January 2011 (after trading hours), the Board (excluding Mr. Hung who has abstained from voting) resolved to grant a total of 65,000,000 Director Share Options to Mr. Hung, the Chairman and an executive Director of the Company.

Details of the Director Share Options are as follows:

DSO Date of Grant : 10 January 2011 Number of Director Share : 65,000,000 Options granted DSO Exercise Price : HK$0.730 per Share

The DSO Exercise Price of HK$0.730 represents a price which is the highest of (i) the closing price of the Shares of HK$0.730 as quoted on the Stock Exchange on the DSO Date of Grant; (ii) a price of HK$0.722, being the average closing price of the Shares as quoted on the Stock Exchange for the five trading days immediately preceding the DSO Date of Grant; and (iii) HK$0.01, being the par value of the Shares

Closing price of the Shares : HK$0.730 per Share on the DSO Date of Grant

– 7 –

LETTER FROM THE BOARD

Validity period of the Director	:	Valid for 10 years from 10 January 2011 to 9
Share Options		January 2021
Vesting date of the Director	:	50% of the Director Share Options granted
Share Options		may be exercised immediately after the DSO
		Conditions are satisfied; and
		The remaining 50% of the Director Share Options
		granted may be exercised on or after 9 January
		2012
Consideration for the	:	HK$1 has been paid by Mr. Hung upon
grant of the Director		acceptance of the Director Share Options granted
Share Options
Restrictions as to exercise of	:	No Director Share Options may be exercised if as
the Director Share Options		a result of which Mr. Hung or his parties acting
(the “Special Restrictions”)		in concert will be obliged to make a general
		offer for all the Shares and other securities of
		the Company not already owned by him or them
		under Rule 26 of the Takeovers Code provided
		that the Director Share Options may be exercised
		to the extent allowable under the provisions of
		the Takeovers Code the result of which will not
		trigger any obligation to make a general offer
Rights attached to the Shares	:	The Option Shares to be issued shall rank pari
to be issued on the exercise of		passu with the Shares then existing in all respects,
the Director Share Options		including the entitlement 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 Director Share Option will entitle the Mr.
		Hung to convert into one Option Share

– 8 –

LETTER FROM THE BOARD

Conditions

• : The grant of the Director 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 to be issued upon exercise of the Director Share Options; and

• (ii) the passing of resolution(s) by the DSO Independent Shareholders at the SGM approving the grant of the Director Share Options and the DSO Specific Mandate with the Abstained Shareholders abstaining from voting in favour of the relevant resolution(s)

(collectively, the “ DSO Conditions ”)

• Undertakings by the Mr. Hung : Mr. Hung 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 Director 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 Director Share Options

• Performance target : There is no performance target that must be achieved before the Director Share Options can be exercised

No share option has previously been granted to Mr. Hung, other than the Director Share Options.

– 9 –

LETTER FROM THE BOARD

3. GRANT OF THE EMPLOYEES SHARE OPTIONS TO THE EMPLOYEE GRANTEES

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

Details of the Employees Share Options are as follows:

ESO Date of Grant : 13 January 2011 Number of Employees Share : 19,260,000 Employees Share Options to the Options granted Employee Grantees ESO Exercise Price : HK$0.714 per Share The ESO Exercise Price of HK$0.714 represents a price which is the highest of (i) the closing price of the Shares of HK$0.690 as quoted on the Stock Exchange on the ESO 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 ESO 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 ESO Date of Grant Validity period of the Employees : Valid for 10 years from 13 January 2011 to 12 Share Options January 2021 Vesting date of the Employees : 50% of the Employees Share Options granted Share Options may be exercised immediately after the ESO Conditions are satisfied; and The remaining 50% of the Employees Share Options granted may be exercised on or after 12 January 2012

– 10 –

LETTER FROM THE BOARD

Consideration for the grant of : HK$1 has been paid by each Employee Grantees the Employees Share Options upon acceptance of the Employees Share Options granted Rights attached to the Shares : The Option Shares to be issued shall rank pari to be issued on the exercise of passu with the Shares then existing in all respects, the Employees Share Options including the entitlement 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 Employees Share Option will entitle the Employee Grantees to convert into one Option Share Conditions : The grant of Employees 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 to be issued upon exercise of the Employees Share Options; and (ii) the passing of resolution(s) by the ESO Independent Shareholders at the SGM approving the grant of Employees Share Options and the ESO Specific Mandate (collectively, the “ ESO Conditions ”) Undertakings by each : Each of the Employee Grantees undertakes to Employee Grantees 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 Employees 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 Employees Share Options

Each Employees Share Option will entitle the Employee Grantees to convert into one Option Share

– 11 –

LETTER FROM THE BOARD

Performance target

: There is no performance target that must be achieved before the Employees Share Options can be exercised

Each of the Employee 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 Employee Grantees of the Employees Share Options are as follows:

		Approximate %
		to issued share
		capital of the
		Company as
	Number of	at the Latest
	Employees Share	Practicable
Name of Employee Grantees	Options granted	Date
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
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

– 12 –

LETTER FROM THE BOARD

4. REASONS FOR THE GRANT OF THE SHARE OPTIONS

Director Share Options

Mr. Hung, an executive Director and Chairman of the Company, is one of the co-founders of the Company and one of the controlling shareholders of the Company since the listing on GEM on 5 September 2001.

The Director Share Options are granted to Mr. Hung in recognition of his commitment, support and contribution to the growth of the Group and as an incentive for his continuing commitment and support to the Group in future.

In addition, the grant of the Director Share Options to Mr. Hung also signifies his confidence in the existing and future development potentials of the Group. With his continuing support and his desire to maintaining his majority shareholding interests in the Company, the Board believes the grant of the Director Share Options to Mr. Hung will help promote the stability and business continuity of the Group which is crucial and beneficial to the further development of the Group.

Further, the Board is of the view that the grant of the Director Share Options to Mr. Hung is an appropriate way to reflect his significant contributions made to the Company and as an appreciation for his continuing support to the Group when the Group encountered financial difficulties. Such grant of the Director Share Options will not impose substantial financial burden to the Group. On the contrary, upon exercise of any of the Director Share Options, the financial position of the Company will be improved by the addition of further share capital and working capital to the Company.

The grant of the Director Share Options has been approved by the independent nonexecutive Directors who are of the view that Mr. Hung is valuable to the Group and should be rewarded for his contributions and potential contributions to the Group.

The Directors (including the independent non-executive Directors whose views are separately set out in the letter from the Independent Board Committee) consider that the grant of the Director Share Options to Mr. Hung are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

Employees Share Options

The Employees Share Options are granted to the Employee 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.

– 13 –

LETTER FROM THE BOARD

Likewise, the Board is of the view that the grant of the Employees Share Options to each of the Employee Grantees is an appropriate way to reflect each of their contributions and potential contributions to the Company and may serve as additional motivating incentives to them to continue optimizing their performance and efficiency and to retain their continued employment with the Group whose contributions are important to the longterm growth and stability of the Group. Such grant of the Employees Share Options will not impose substantial financial burden to the Group. On the contrary, upon exercise of any of the Employees Share Options, the financial position of the Company will be improved by the addition of further share capital and working capital to the Company, which the Employee Grantees will also be interested in achieving better performance and attaining long term growth of the Group as a Shareholder or potential Shareholder.

The grant of the Employees Share Options has been approved by the independent non-executive Directors who are of the view that the Employee Grantees are valuable to the Group and should be rewarded for their contributions and potential contributions to the Group.

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

5. EFFECT ON THE SHAREHOLDING STRUCTURE

For illustration purposes only, the grant of 65,000,000 Director Share Options to Mr. Hung which, if exercised (and without taking into account the Special Restrictions), would represent approximately 8.01% of the issued share capital of the Company as at the Latest Practicable Date and approximately 7.41% of the issued share capital of the Company as enlarged by the exercise of the Director Share Options.

However, Mr. Hung may only be entitled to exercise such number of Director Share Options the result of which Mr. Hung and parties acting in concert with him will not trigger any obligation to make a general offer under Rule 26 of the Takeovers Code as stipulated by the Special Restrictions.

For illustration purposes only and pursuant to Note 11 to Rule 26.1 of the Takeovers Code, Mr. Hung and parties acting in concert with him are free to acquire and dispose of further voting rights of the Company within a band of 2% above the greater of 30% or its lowest percentage holding of voting rights in the previous 12 month period without incurring an obligation to make a general offer, and Mr. Hung and parties acting in concert with him may net off dispositions of voting rights against acquisitions within this band.

– 14 –

LETTER FROM THE BOARD

Accordingly and assuming the aggregate holding of 35.46% of the Shares is the lowest percentage holding of voting rights of Mr. Hung and parties acting in concert with him in the previous twelve month period immediately before the Latest Practicable Date, Mr. Hung may exercise up to such number of Director Share Options representing 2% of the issued share capital of the Company as enlarged by his exercise of the Director Share Options and the aggregate holding of Mr. Hung and parties acting in concert with him will be increased to 37.46% of the Shares after exercise.

The grant of 19,260,000 Employees Share Options to the Employee Grantees which, if exercised, would represent approximately 2.37% of the issued share capital of the Company as at the Latest Practicable Date and approximately 2.32% of the issued share capital of the Company as enlarged by the exercise of the Employees Share Options.

If both the Director Share Options and the Employees Share Options are exercised, it would represent approximately 10.38% of the issued share capital of the Company as at the Latest Practicable Date and approximately 9.40% of the issued share capital of the Company as enlarged by the exercise of the Share Options.

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

Mr. Hung and parties acting in concert with him: Goldcorp (Note 1) Mr. Hung Subtotal Public Shareholders: Employee Grantees (Note 2) Other public Shareholders Total	As at the Practicabl Number of Shares	Latest e Date %	Assuming full the Directo Options (Note Number of Shares	exercise of r Share only 4) %	Assuming exercise of the Director Share Options as stipulated by the Special Restrictions (Note 4) Number of Shares %	Assuming exercise of the Director Share Options as stipulated by the Special Restrictions (Note 4) Number of Shares %	Assuming full exercise of the Employees Share Options only (Note 4) Number of Shares %	Assuming full exercise of the Employees Share Options only (Note 4) Number of Shares %	Assuming full exercise of both the Director Share Options and the Employees Share Options only (Note 4) Number of Shares %	Assuming full exercise of both the Director Share Options and the Employees Share Options only (Note 4) Number of Shares %
	287,855,000 –	35.46 –	287,855,000 65,000,000	32.83 7.41	287,855,000 25,961,064	34.36 3.10	287,855,000 –	34.63 –	287,855,000 65,000,000	32.12 7.25
	287,855,000 523,985,000 811,840,000	35.46 64.54 100.00	352,855,000 523,985,000 876,840,000	40.24 59.76 100.00	313,816,064 523,985,000 837,801,064	37.46 62.54 100.00	287,855,000 19,260,000 523,985,000 831,100,000	34.63 2.32 63.05 100.00	352,855,000 19,260,000 523,985,000 896,100,000	39.38 2.15 58.47 100.00

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.

– 15 –

LETTER FROM THE BOARD

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

2. As at the Latest Practicable Date, save for the unlisted warrants convertible into 143,000,000 Shares upon fully exercise of the subscription right attached thereto and 59,820,000 Existing Options, the Company does not have any other options, warrants or convertible securities in issue.

3. The number of Shares that may be allotted and issued upon exercise of the Director Share Options and/or the Employees Share Options (as the case may be) are for illustration purposes only and do not constitute a representation that any or all of them can be converted into Shares.

6. IMPLICATION OF THE TAKEOVERS CODE ON THE DIRECTOR SHARE OPTIONS

Mr. Hung and parties acting in concert with him are in aggregate interested in 287,855,000 Shares, representing approximately 35.46% of the entire issued share capital of the Company as at the Latest Practicable Date. For illustration purpose only, upon full exercise of the Director Share Options and the allotment and issue of the Option Shares, the shareholding of Mr. Hung and parties acting in concert with him will be increased to approximately 40.24%.

Mr. Hung will not make an application to the Executive pursuant to Note 1 on Dispensations from Rule 26 of the Takeovers Code for any Whitewash Waiver. In the circumstances, no Director Share Options may be exercised by Mr. Hung if as a result of which he or his parties acting in concert will be obliged to make a general offer for all the Shares and other securities of the Company not already owned by him or them under Rule 26 of the Takeovers Code provided that the Director Share Options may be exercised to the extent allowable under the provisions of the Takeovers Code the result of which will not trigger any obligation to make a general offer.

7. IMPLICATION OF THE GEM LISTING RULES

Director Share Options

The total number of Option Shares to be issued under the Director Share Options granted to Mr. Hung in aggregate with the total number of Shares issued and to be issued upon exercise of all options previously granted exceeds the Scheme Mandate Limit. 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 DSO Specific Mandate authorizing the grant of the Director Share Options beyond the existing Scheme Mandate Limit provided the Director Share Options in excess of the Scheme Mandate Limit are granted only to grantees specifically identified by the Company before such approval is sought, which in this case is Mr. Hung.

– 16 –

LETTER FROM THE BOARD

Pursuant to the Note to Rule 23.03(4) of the GEM Listing Rules, as the total number of Shares issued and to be issued upon exercise of the Director Share Options to be granted to Mr. Hung in the 12-month period immediately before the date of grant exceed 1% of the Shares in issue, the grant of the Director Share Options to Mr. Hung must be separately approved by Shareholders in the SGM with Mr. Hung and his associates abstaining from voting. As at the Latest Practicable Date, Mr. Hung is interested in 50% of the shareholding interests in Goldcorp and therefore Goldcorp is an associate of Mr. Hung. Goldcorp is interested in approximately 35.46% of the issued share capital of the Company. Accordingly, Mr. Hung, Goldcorp and their respective associates shall abstain from voting at the SGM.

Pursuant to Rule 23.04(1) of the GEM Listing Rules, where any grant of options to a substantial shareholder or a director of the listed issuer, or any of their respective associates, would result in the securities issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant: (a) representing in aggregate over 0.1% of the relevant class of securities in issue; and (b) (where the securities are listed on the Stock Exchange), having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, such further grant of options must be approved by shareholders of the listed issuer with all connected persons of the Company abstaining from voting in favour of the relevant resolution(s).

Pursuant to the requirements of Rules 23.03(3), 23.03(4) and 23.04(1) of the GEM Listing Rules, the grant of the Director Share Options to Mr. Hung must be approved by DSO Independent Shareholders in the SGM with all the Abstained Shareholders abstaining from voting in favour of the relevant resolution(s), and Mr. Hung, Goldcorp and their respective associates shall abstain from voting of the relevant resolution(s).

In view of the special nature of the Director Share Options, Veda Capital Limited has been appointed as the independent financial adviser to the Independent Board Committee in respect of the grant of the Director Share Options. The full text of the letter from the Independent Financial Adviser is set out on page 27 to 35 of this circular and the full text of the letter from the Independent Board Committee is set out on page 26 of this circular.

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LETTER FROM THE BOARD

Employees Share Options

No Employee Grantees have been granted any options in the 12-month period immediately before the date of grant of the Employees Share Options entitling each of them to exceed 1% of the Shares in issue. None of the Employee 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 Employees Share Options granted to the Employee Grantees in aggregate with the total number of Shares to be issued upon exercise of all options previously granted exceeds the Scheme Mandate Limit.

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 ESO Specific Mandate authorizing the grant of Employees Share Options beyond the existing Scheme Mandate Limit provided the Employees 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 Employee Grantees are set out in the section “Grant of Employees Share Options to the Employee Grantees” above.

The Share Options

The grant of the Director Share Options, the Employees Share Options and all outstanding options granted by the Company to other option holders and yet to be exercised will not exceed 30% of the Shares in issue as at the Latest Practicable Date.

Listing Application

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.

– 18 –

LETTER FROM THE BOARD

8. THE SCHEME MANDATE LIMIT AND THE PROPOSED REFRESHMENT

The Scheme Mandate Limit

The maximum number of Shares which may be issued upon exercise of all options granted and to be granted under the Existing Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the Shares in issue as at the date of the passing of the relevant resolution(s) for its refreshment.

The Company has not refreshed its Scheme Mandate Limit before. The original Scheme Mandate Limit was determined based upon the total number of Shares in issue immediately upon completion of its listing on GEM on 5 September 2001 being 603,000,000 Shares, which entitled the Company to issue up to 60,300,000 Shares, being 10% of the Shares then in issue.

Since then, the Company had granted options (excluding the 84,260,000 Share Options and 96,860,000 Options lapsed in accordance with the terms of the Existing Scheme) entitling the holders thereof to subscribe for a total of 59,820,000 Shares, representing approximately 99.20% of the Scheme Mandate Limit. As a result, the Company has only 0.80% of the Scheme Mandate Limit remaining, allowing the Company to grant such further number of Options to convert into 480,000 Shares. As at the Latest Practicable Date, 59,820,000 Existing Options remain outstanding.

The Proposed Refreshment

Subject to prior Shareholders’ approval in general meeting, the Company may, at any time refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the aforesaid approval date.

The Company proposes to refresh the Scheme Mandate Limit at the SGM. Options previously granted under the Existing Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the Existing Scheme or exercised Options) will not be counted for the purpose of calculating the refreshed Scheme Mandate Limit.

– 19 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has 811,840,000 Shares in issue. Pursuant to the terms of the Existing Scheme and in compliance with the GEM Listing Rules, the maximum number of Shares which may be issued upon the exercise of all the Options to be granted under the Existing Scheme and any other schemes of the Company (including the New Scheme, if approved and having become effective) under the refreshed Scheme Mandate Limit as approved would be 81,184,000 Shares (assuming no further issue or repurchase of Shares prior to the SGM and not taking into account any new Shares which may be issued under the 59,820,000 Existing Options and 143,000,000 new Shares which may be issued under the unlisted warrants), representing 10% of the issued share capital of the Company as at the date of approval of the Proposed Refreshment by the Shareholders at the SGM. For illustration purpose only, if all the Existing Options and the unlisted warrants are converted into new Shares, the refreshed Scheme Mandate Limit as approved would become 101,466,000 Shares.

It is proposed that subject to the Stock Exchange granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of Options to be granted under the refreshed Scheme Mandate Limit and the passing of the relevant resolution at the SGM, the Scheme Mandate Limit be refreshed so that the total number of Shares, which may be issued upon exercise of all Options to be granted under the Existing Scheme and any other share option schemes of the Company (including the New Scheme, if approved and having become effective), shall not exceed 10% of the Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders at the SGM.

Further and pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Existing Scheme and any other share option scheme of the Company (including the New Scheme, if approved and having become effective) will not exceed 30% of the Shares in issue from time to time. No Options shall be granted under any scheme(s) of the Company or any of its subsidiaries if this will result in the 30% limit being exceeded.

Reasons for the Proposed Refreshment

The Proposed Refreshment will enable the Company to grant further Options under the Existing Scheme (and the New Scheme, if approved and having become effective) to eligible participants so as to attract and retain best available personnel and to provide additional incentive or rewards to, inter alia, employees and directors of the Group and eligible participants for their contribution to the Company.

– 20 –

LETTER FROM THE BOARD

Therefore, the Board considers that it is in the interest of the Company to have the Proposed Refreshment so that the Board may be able to grant further Options under the Existing Scheme and any other schemes of the Company which the Company may adopt in future.

Listing Application

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 Shares, which may be issued upon the exercise of the Options to be granted under the refreshed Scheme Mandate Limit.

General

Copy of the Existing Scheme will be available for inspection on working days, Monday to Friday during 10:00 a.m. to 4:00 p.m. at the principal place of business of the Company at 32nd Floor, Morrison Plaza, 5-9A Morrison Hill Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the SGM.

9. ADOPTION OF THE NEW SCHEME

The Board noted that the Existing Scheme adopted on 27 August 2001 has a valid period of 10 years from its adoption date and will soon come to its expiration. As a result, the Board has resolved to conditionally adopt the New Scheme subject to approval by the Shareholders at the SGM. The New Scheme, if approved by the Shareholders shall take effect immediately after the expiry of the Existing Scheme.

Similar to the Existing Scheme, the purpose of the New Scheme is to enable the Company to grant Options to eligible participants so as to attract and retain best available personnel and to provide additional incentive or rewards to, inter alia, employees and directors of the Group and other eligible participants for their contribution and potential contribution to the Company.

To the extent possible, the Board intends that the New Scheme shall contain similar terms to the Existing Scheme for easy governance, but with necessary adaptation due to change of laws and market practice. A summary of the principal terms of the New Scheme is set out in the Appendix to this circular.

– 21 –

LETTER FROM THE BOARD

The New Scheme is conditional upon the necessary resolutions of the adoption of the New Scheme and the Proposed Refreshment being approved by the Shareholders at the SGM, and the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued of the New Scheme under the authority of the refreshed Scheme Mandate Limit. The Board will be allowed to grant Options under the New Scheme (if approved and having become effective), the Existing Scheme, and any other share option schemes of the Company not exceeding 10% of the issued share capital of the Company as at the date of approval of the Proposed Refreshment.

The Board considers it inappropriate to value the Options as a number of factors critical for the valuation cannot be determined accurately. Any valuation of the Options based on various speculative assumptions would be meaningless and misleading. Therefore the Board believes that the cost for disclosing the value of Options does not justify for the benefits it provides.

Copy of the New Scheme will be available for inspection on working days, Monday to Friday during 10:00 a.m. to 4:00 p.m. at the principal place of business of the Company at 32nd Floor, Morrison Plaza, 5-9A Morrison Hill Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the SGM.

10. THE SGM

The SGM

The Notice of SGM is set out on pages 47 to 51 of this circular. The SGM will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 28 February 2011 at 10:00 a.m. Whether or not you are able to attend the SGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to branch share registrar of the Company in Hong Kong, Tricor Abacus Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

At the SGM, ordinary resolutions will be proposed to approve, (i) the grant of Director Share Options to the Mr. Hung and the DSO Specific Mandate; (ii) the grant of Employees Share Options to the Employee Grantees and the ESO Specific Mandate; (iii) the Proposed Refreshment; and (iv) the adoption of the New Scheme. Voting in respect of the ordinary resolutions will be conducted by way of poll. An announcement will be made by the Company after the SGM on the voting results of the SGM.

– 22 –

LETTER FROM THE BOARD

Resolution regarding the grant of the Director Share Options

Pursuant to the GEM Listing Rules, the grant of the Director Share Options to Mr. Hung is required to be approved by the DSO Independent Shareholders with the Abstained Shareholders abstaining from voting in favour of the relevant resolution(s) to be proposed at the SGM. Mr. Hung, Goldcorp and their respective associates are required to abstain from voting.

As at the Latest Practicable Date and so far as the Directors are aware, there is no connected person of the Company other than Mr. Hung, Goldcorp and their respective associates who are also Shareholders, and hence there is no Abstained Shareholder. However, if there arises any connected persons of the Company who holds Shares and are eligible to vote at the SGM, they will become Abstained Shareholders and will be required to abstain from voting in favour of the resolution approving the grant of the Director Share Options at the SGM.

Resolution regarding the grant of the Employees Share Options

Pursuant to the GEM Listing Rules, the grant of the Employees Share Options to the Employee Grantees is required to be approved by the ESO Independent Shareholders. Each of the Employee Grantees and their respective associates are required to abstain from voting.

To the best knowledge of the Directors and as confirmed by each of the Employee Grantees, as at the Latest Practicable Date, only two of the Employee Grantees, namely Li Dong and Yu Dong Bin who owns 10,000 Shares and 105,000 Shares respectively (representing not more than 0.001% and 0.013% of the issued shares capital of the Company respectively). Accordingly, these two Employee Grantees and their respective associates (and any other Employee Grantees and their respective associates who may hold Shares and entitled to vote at the SGM) shall abstain from voting the relevant resolution approving the Employees Share Options.

Resolution regarding the Proposed Refreshment and the adoption of the New Scheme

Since no Shareholders have any material interests in the Proposed Refreshment and the New Scheme, no Shareholders is required to abstain from voting in connection with the resolutions approving the Proposed Refreshment and the adoption of the New Scheme.

– 23 –

LETTER FROM THE BOARD

Voting arrangements

Pursuant to Rule 2.28 of the GEM Listing Rules, to the extent that the Company is aware of having made all reasonable enquiries, as at the date of the Latest Practicable Date, there is:

• i. no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon each of the Shareholders; and

• ii. no obligation or entitlement of each of the Shareholders as at the Latest Practicable Date,

whereby the Shareholders had or may have temporarily or permanently passed control over the exercise of the voting right in respect of its shareholding in the Company to a third party, either generally or on a case-by-case basis.

So far as is known to the Directors, as at the Latest Practicable Date, there was no discrepancy between beneficial shareholding interest in the Company of each of the Shareholders as disclosed in this circular and the number of Shares in respect of which each of them will control or will be entitled to exercise control over the voting rights at the SGM.

11. RECOMMENDATIONS

Based on the information set out in this circular, including the recommendation from the Independent Board Committee set out on page 26 of this circular, the Directors (including the independent non-executive Directors) consider that the grant of the Director Share Options, the grant of the Employees Share Options, the Proposed Refreshment and the adoption of the New Scheme are in the interests of the Company and the Shareholders a whole, and accordingly, the Directors (including the Independent Non-executive Directors) recommend the Shareholders to vote in favour of the relevant resolutions as set out in the Notice of the SGM.

– 24 –

LETTER FROM THE BOARD

12. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company 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 circular 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 circular misleading.

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

– 25 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [265 x 112] intentionally omitted <==

(Incorporated in the Bermuda with limited liability)

(Stock Code: 8076)

10 February 2011

To the DSO Independent Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF SHARE OPTIONS

We refer to the circular dated 10 February 2011 issued by the Company (this “ Circular ”) of which this letter forms part. Terms defined in the Circular bear the same meanings herein unless the context otherwise requires.

We have been appointed as the members of the Independent Board Committee to consider the grant of the Director Share Options to Mr. Hung and to advise the DSO Independent Shareholders and provide them with a recommendation as to voting of the relevant resolution(s) of the grant of the Director Share Options to Mr. Hung.

Veda Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the DSO Independent Shareholders in this regard.

RECOMMENDATION

We wish to draw your attention to the letter from the Board, as set out on pages 6 to 25 of this Circular, and the letter from the Independent Financial Adviser which contains its advice to the Independent Board Committee in respect of the grant of the Director Share Options to Mr. Hung as set out on pages 27 to 35 of this Circular.

After taking into consideration the advice from the Independent Financial Adviser, we concur with their views and consider that the grant of Director Share Options to Mr. Hung and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole and is fair and reasonable so far as the DSO Independent Shareholders are concerned. Accordingly, we recommend the DSO Independent Shareholders to vote in favour of the resolutions to be proposed in the SGM to approve the grant of the Director Share Options to Mr. Hung and the DSO Specific Mandate.

Yours faithfully, Independent Board Committee Pao Ping Wing Tam Kwok Hing Lo King Man

• For identification purposes only

– 26 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Veda Capital Limited to the Independent Board Committee and the DSO Independent Shareholders in relation to the grant of Director Share Options prepared for the purpose of inclusion in this circular.

==> picture [114 x 35] intentionally omitted <==

Veda Capital Limited

Suite 3214, 32/F., COSCO Tower 183 Queen’s Road Central Hong Kong

10 February 2011

To the Independent Board Committee and

the DSO Independent Shareholders of

Sing Lee Software (Group) Limited

Dear Sirs,

GRANT OF DIRECTOR SHARE OPTIONS

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the DSO Independent Shareholders in respect of the fairness and the reasonableness of the grant of Director Share Options, details of which are set out in the circular of Sing Lee Software (Group) Limited (the “ Company ”) dated 10 February 2011 (the “ Circular ”), of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context requires otherwise.

On 10 January 2011, the Board (excluding Mr. Hung who has abstained from voting) resolved to grant a total of 65,000,000 Director Share Options pursuant to the Existing Scheme to Mr. Hung who is the Chairman of the Company and an executive Director. The grant of the Director Share Options to Mr. Hung is subject to and conditional, amongst others, on the passing of a resolution by the DSO Independent Shareholders at the SGM approving the grant of Director Share Options and the DSO Specific Mandate with all connected persons of the Company abstaining from voting in favour of such resolution. Mr. Hung, Goldcorp and their respective associates shall abstain from voting.

The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the DSO Independent Shareholders as to (i) whether the terms of the grant of Director Share Options are fair and reasonable; (ii) whether the grant of Director Share Options is in the interests of the Company and the DSO Independent Shareholders as a whole; and (iii) how the DSO Independent Shareholders should vote in respect of the relevant resolution to approve the grant of Director Share Options at the SGM.

– 27 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied upon the accuracy of the information and the representations contained in the Circular and the information provided to us by the Company, the Directors and the management of the Company. We have assumed that all statements, information and representations made or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management of the Company, for which they are solely and wholly responsible, were true at the time when they were made and continue to be true as at the date of the SGM. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions.

We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have not, however, conducted any independent in-depth investigation into the business affairs, financial position or future prospects of the Group, nor have we carried out any independent verification of the information provided by the Directors and management of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In giving our recommendation to the Independent Board Committee and the DSO Independent Shareholders in respect of the fairness and reasonableness of the terms of the grant of Director Share Options, we have taken into consideration the following factors and reasons:

1. Backgrounds and reasons

The Group is principally engaged in the development and sales of information and network technologies and services to the financial industry in the PRC.

As set out in the Letter from the Board (the “ Board Letter ”), Mr. Hung, an executive Director and Chairman of the Company, is one of the co-founders of the Company and one of the controlling Shareholders since the listing on GEM on 5 September 2001. The Director Share Options are proposed to be granted to Mr. Hung in recognition of his commitment, support and contribution to the growth of the Group and as an incentive for his continuing commitment and support to the Group in the future.

– 28 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

In addition, the grant of Director Share Options to Mr. Hung also signifies his confidence in the existing and future development potentials of the Group. With his continuing support and his desire to maintaining his majority shareholding interests in the Company, the Board believes the grant of Director Share Options to Mr. Hung will help promote the stability and business continuity of the Group which is crucial and beneficial to the further development of the Group. The Directors consider that the grant of Director Share Options are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

We have enquired with the Company and were given to understand by the Company that Mr. Hung is in possession of over 20 years’ company management and strategy programming experience and over 10 years’ successful experience in managing high-tech companies, hence he is familiar with the business management and marketing planning in the PRC. He is responsible for the Group’s macro-strategy and the enterprise’s development.

We noted from the third quarterly report for the nine months ended 30 September 2010 of the Company that the Group entered into a four-year and a five-year strategic cooperation agreements with the Yunnan Branch of China UnionPay Co., Ltd and the China UnionPay Co., Ltd. (“ China UnionPay ”) on 19 August and 25 October 2010 respectively. Leveraging the leading position of China UnionPay, the bank card association in the PRC, which is engaged in developing and operating the China UnionPay interbank transaction settlement system, as well as setting up global acceptance network for China UnionPay cards, the Group believes the China UnionPay is well-positioned to be the leader of the “mobile payment” industry and founder of the united system in the coming years. The long term strategic cooperation between the Group and China UnionPay in the extensive market of “mobile payment” and “mobile e-commerce” represents the important milestone of the Group in the long run. Starting from the year 2010, the third generation of RUNPOS has become the core project of the “mobile payment” business with China UnionPay. To ensure the smooth implementation of the project, there was significant increase in human resources; research and development; and marketing efforts towards this project. The Group is committed to developing the innovative RUNPOS products, particularly in the third generation “mobile payment” project, and enhancing closer cooperation with China UnionPay and other major clients in more effective and practical way. It will also put additional efforts in enhancing the risk control on and management of safety, technology, research and development, marketing and sales, with a particular focus on implementing a stringent supervision and control of risks on various capital injections to ensure the success of the transition of the Group’s strategy. Leveraging on the increasing sales of the first and second generation of RUNPOS products, the Group is planning to collaborate these products with the third generation “mobile payment” and “mobile e-commerce” businesses, so as to facilitate the continuous growth of the Group’s core competitiveness.

– 29 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

Since 1994, people began to pay attention to both internet related software and technology, and these soon became necessity to the public. Since then, internet-based companies and technology providers were speculated heavily in which their equity value has increased rapidly and a speculative bubble, known as the “dot-com bubble” emerged. Until mid-2000, this bubble busted and numerous “dot-com” companies went bankrupt and caused a major destruction to the financial market till 2002. Soon after a minor recovery, the breakout of Severe Acute Respiratory Syndrome has further deteriorated the global economy. In 2008, due to the sub-prime mortgage problems in the United States of America, the global economy entered recession again, with various major financial institutions went bankrupt and corporations tightened their liquidity and, which has significantly decreased the consuming power and willingness of the public. As advised by the Company, the survival of the Company under such fluctuating economic environment, is mainly due to the dedications and continuing supports by Mr. Hung as follows:

• (i) he has promoted the collaboration and cooperation between the Company and China UnionPay. Majority of the agreements and memorandum of understandings signed between the parties were liaised by Mr. Hung with his extensive reputation and networks in the banking industry;

• (ii) the Director’s remuneration of Mr. Hung has been nominal since the Company was listed on GEM and has been on a decreasing trend since the year ended 31 December 2006 of an annual amount of around RMB72,000 to an annual amount of around RMB61,000 for the year ended 31 December 2010. As advised by the Company, Mr. Hung understood that the Company was encountering financial difficulties and hence his Director’s remuneration since April 2006 has been accrued and no actual cash outflow was incurred by the Company in this regard; and

• (iii) between the four years ended 31 December 2006 and 2009, loans of the Group up to the amount of around RMB18 million were secured by (a) the properties held by Mr. Hung and his spouse; and (b) a company owned by Mr. Hung and a controlling Shareholder, Ms. Li Kei Ling, to finance the working capital needs of the Group.

– 30 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

As advised by the Company, the Share Option Scheme is a share incentive scheme established to acknowledge the contributions made or to be made by specified participants to the Group and it has been the remuneration policy of the Group to reward its employees on the basis of merits and market condition.

We consider that the grant of the Director Share Options to Mr. Hung is in line with the Group’s practice to grant share options to its Directors and other employees as incentives for their commitment and contributions to the Group under its Share Option Scheme. We note that the grant of share options to directors and employees is a common practice among the listed companies in Hong Kong but we do not believe granting of share options to directors could in any event be strictly compared with other listed companies, as such grants are decided individually by the respective listed companies based on the contributions of such grantees to their own companies and such qualities are not quantitatively measurable. We are also of the view that (i) the grant of Director Share Options to Mr. Hung, which is non-cash incentive, would not cause any cash outflow of the Group, can serve as motivation and serve to strengthen the alignment of interests of Mr. Hung with the Group in particular the Group are implementing the business strategy for the development in the “mobile payment” industry which may involve decision making and strategic planning for the operation, management and allocation of the Group’s resources; and (ii) upon exercise of the Director Share Options, the capital base of the Company would be enhanced.

Based on the above, we consider that it is fair and reasonable and in the interests of the Company and the DSO Independent Shareholders as a whole to grant the Director Share Options to the Mr. Hung as an incentive for the commitment and contribution to the Group’s future expansion and development and as an appreciation for his continuing supports when the Group has been encountering financial difficulties.

2. Terms of the Director Share Options

(a) Duration and conditions

The Director Share Options are valid for a period of 10 years from 10 January 2011 to 9 January 2021. No Director Share Options may be exercised if as a result of which Mr. Hung or his parties acting in concert will be obliged to make a general offer for all the Shares and other securities of the Company not already owned by him or them under Rule 26 of the Takeovers Code provided that the Director Share Options may be exercised to the extent allowable under the provisions of the Takeovers Code the result of which will not trigger any obligation to make a general offer. Save as above, there is no special condition or specific performance target to be fulfilled or special restriction before the Director Share Options can be exercised by Mr. Hung.

– 31 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

(b) Exercise price of Director Share Options

The DSO Exercise Price of HK$0.730 represents a price which is the higher of (i) the closing price of the Shares of HK$0.730 as quoted on the Stock Exchange on the DSO Date of Grant; (ii) a price of HK$0.722, being the average closing price of the Shares as quoted on the Stock Exchange for the five trading days immediately preceding the DSO Date of Grant; and (iii) HK$0.01, being the par value of the Shares.

We note that the determination of the DSO Exercise Price is in line with the requirements of the basis of determination of the exercise price of options under Rule 23.03(9) of the GEM Listing Rules and is fair and reasonable.

As advised by the Company, the Board considers it is inappropriate to value the Director Share Options at this stage as a number of factors critical for the valuation cannot be determined accurately in particular the grant of the Director Share Options is conditional on the DSO Independent Shareholders’ approval at the SGM and the Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the new Shares to be alloted and issued upon the exercise of the Director Share Options. Any valuation of the Director Share Options based on various speculative assumptions, such as those relating to the Share price on the measurement date (i.e. the date on which all conditions of grant of the Director Share Options are satisfied), the exercise period (i.e. from the date on which all the conditions of grant of the Director Share Options are satisfied up to the expiry date of the Director Share Options), Share price volatility, risk free rate and other relevant variables, would be meaningless and misleading. We concur with the view of the Board that, given the abovementioned factors, it would not be meaningful and would be misleading to the Shareholders if the value of the Director Share Options is calculated based on various speculative assumptions. However, the value of the options granted in any financial period will be calculated by adopting either the BlackScholes option pricing model, the binomial model or a comparable generally accepted methodology and will be disclosed to the Shareholders in the relevant interim or annual report of the Company as share based payment expense to the Company. As at the Latest Practicable Date, the closing price of the Shares of HK$0.710 is below the DSO Exercise Price and thus the Director Share Options is currently out-of-money.

– 32 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

3. Benefits of the Director Share Options as incentive scheme

We have enquired with the Company and were advised by the Company that the Directors have considered, besides the grant of Director Share Options, other alternative methods of rewarding Mr. Hung including lump sum cash bonuses and remuneration increment. After careful consideration of the various methods, the Directors consider that the grant of the Director Share Options is the most appropriate and in the best interests of the Group. Since the economic benefits of the Director Share Options rely on the increase in share price to be driven by improving fundamentals of the Company, the benefit of the Director Share Options will only be realized when all the Shareholders are also in a position to benefit.

Pursuant to the terms of the Director Share Options, Mr. Hung may only be entitled to exercise such number of Director Share Options as a result of which Mr. Hung and parties acting in concert with him will not trigger any obligation to make a general offer under Rule 26 of the Takeovers Code as stipulated by the Special Restrictions. For illustration purposes only and pursuant to Note 11 to Rule 26.1 of the Takeovers Code, Mr. Hung and parties acting in concert with him is free to acquire and dispose of further voting rights of the Company within a band of 2% above the greater of 30% or its lowest percentage holding of voting rights in the previous 12-month period without incurring an obligation to make a general offer, and Mr. Hung and parties acting in concert with him may net off dispositions of voting rights against acquisitions within this band.

Having considered that (i) the economic benefits of the grant of Director Share Options rely on the increase in share price to be driven by improving fundamentals of the Company, and hence the benefit of the grant of Director Share Options will only be realized when all the Shareholders are also in a position to benefit; (ii) the restrictions on the exercise of Director Share Options by Mr. Hung under Rule 26 of the Takeovers Code. The number of Director Share Options that can be exercised also relies on the number of issued share capital of the Company, and hence it will be an incentive for Mr. Hung to enlarge the capital base of the Company by various means such as equity fund raising activities to facility the future development of the Group; (iii) notwithstanding the grant of Director Share Options would incur share-based payment expenses to the Company, such expense, unlike cash payments, is not in cash nature and would not incur a cash outflow to the Company and hence, the Company is able to preserve its cash for future development of the Group; and (iv) the grant of the Director Share Options not only allow to incentivise the management of the Company, but also would enhance the capital base of the Company upon exercise the Director Share Options whilst cash payment would reduce the liquidity of the Company, we concur with the Company that the proposed grant of Director Share Options to Mr. Hung as an incentive scheme is in the interests of the Company and the DSO Independent Shareholders as a whole.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

4. Financial effects of the Director Share Options

(i) Indebtedness

There is no change in the indebtedness of the Group as the Group will not incur or reduce any indebtedness under the grant of the Director Share Options or the exercise of the subscription right attaching to the Director Share Options.

(ii) Working Capital

In the event that Mr. Hung exercises the subscription right of the Director Share Options in any amount, the working capital of the Company will be improved. In the event that Mr. Hung exercises the subscription right of the Director Share Options in full, the working capital will be improved by HK$47.45 million.

(iii) Net assets values

In the event that Mr. Hung exercises the subscription rights of the Director Share Options in the future, the net asset value of the Company will be improved, with a maximum amount of HK$47.45 million under full exercise of the subscription right of the Director Share Options.

5. Potential Dilution

Details of the shareholding structure of the Company (i) as at the date of Latest Practicable Date; and (ii) upon full exercise of Director Share Options, has been set out under the section headed “EFFECT ON THE SHAREHOLDING STRUCTURE” in the Board Letter.

The shareholding of the public Shareholders would decrease from approximately 64.54% to approximately 59.76% upon full exercise of the Director Share Options. Taking into consideration of the benefits of the grant of Director Share Options as form of incentive as compared to other alternatives as discussed above, we are of the view that the aforesaid dilution of the public Shareholders is acceptable.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the principal factors and reasons as stated above, we are of the opinion that the terms of the grant of Director Share Options are fair and reasonable so far as the DSO Independent Shareholders are concerned and in the interests of the Company and the DSO Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the DSO Independent Shareholders to vote in favour of the relevant resolution in relation to the grant of Director Share Options to be proposed at the SGM.

Yours faithfully, For and on behalf of Veda Capital Limited Hans Wong Julisa Fong Chairman Managing Director

– 35 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

This Appendix summarizes the principal terms of the New Scheme but does not form part of, nor was it intended to be, part of the New Scheme nor should it be taken as effecting the interpretation of the rules of the New Scheme.

1. SUMMARY OF THE TERMS OF THE NEW SCHEME

(a) Purpose of the New Scheme

The purpose of the New Scheme is to enable the Company to grant Options to eligible Participants so as to attract and retain best available personnel and to provide additional incentive or rewards to, inter alia, employees and directors of the Group and other eligible participants for their contribution or potential contribution to the Company, provided always that if the Board shall make an Offer to any Participant who is not an Employee, the Board shall comply with the relevant laws and regulations before making such Offer.

The Board may, at its absolute discretion, invite any person belonging to any of the following classes of persons of any member of the Group to be a Participant of the New Scheme and to take up an Option to subscribe for Shares:

• (a) any full-time or part-time employee of any member of the Group; or

• (b) any consultant or adviser of any member of the Group; or

• (c) any director (including executive, non-executive or independent non-executive directors) of any member of the Group.

An Option is personal and shall not be assignable and in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of third party over or in relation to any Option.

The basis of eligibility of any Participant to the grant of any Option shall be determined by the Board (or as the case may be, the independent non-executive directors) from time to time on the basis of the Participant’s contribution or potential contribution to the development and growth of the Group.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(b) Who may join

The Board may, at its absolute discretion, offer any Participants Options to subscribe for such number of new Shares as the Board may determine at an exercise price determined in accordance with paragraph (c) below. Upon acceptance of the Options, the Grantee shall pay HK$1.00 in cash to the Company by way of consideration for the grant of Options. The Options will be offered for acceptance for a maximum period of 28 days but not less than 5 days from the date on which the Options is granted.

The Directors may determine at their discretions whether any performance target must be achieved before any Options granted may be exercised.

(c) Price of Shares

The Subscription Price of a Share in respect of any particular Options granted under the New Scheme shall be such price as the Board in its absolute discretion shall determine, save that such price will not be less than the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant of the Options, (ii) the average of the closing prices of the Shares as stated in the Stock Exchange’s daily quotations sheets on the five business days immediately preceding the date of grant of the Options, and (iii) the nominal value of the Shares.

(d) Maximum number of Shares

• (i) the total number of Shares available for issue under Options which may be granted under the New Scheme and any other schemes of the Company must not in aggregate exceed 10% of the Shares in issue unless Shareholders’ approval has been obtained pursuant to paragraphs (d)(ii) or (iii) below. Options lapsed in accordance with the terms of the New Scheme and any other schemes will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) The Company may refresh the Scheme Mandate Limit at any time subject to prior Shareholders’ approval in general meeting. However, the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue at the date of the aforesaid Shareholders’ approval. Options previously granted under the New Scheme and other share option schemes (including those outstanding, cancelled, lapsed in accordance with the schemes or exercised options) will not be counted for the purpose of calculating the limit as renewed. In seeking such approval, a circular must be sent to the Shareholders containing the required details in accordance with Chapter 23 of the GEM Listing Rules from time to time.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

• (iii) The Company may also seek separate Shareholders’ approval for granting Options beyond the Scheme Mandate Limit to Participants specifically identified by the Company before such approval is sought. In seeking such approval, a circular must be sent to the Shareholders containing the required details in accordance with Chapter 23 of the GEM Listing Rules from time to time.

• (iv) The total number of Shares issued and to be issued upon exercise of the Options granted and to be granted to each Participant (including both exercised and outstanding options) in any 12-month period up to the date of grant must not exceed 1% of the Shares in issue at the date of grant (the “ Individual Limit ”). Any further grant of Options in excess of the Individual Limit must be subject to Shareholders’ approval with such Participant and his associates (as such term is defined in the GEM Listing Rules) abstaining from voting. The number and terms of Options to be granted to such Participants, must be fixed before Shareholders’ approval is sought and the date of board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price. In seeking such approval, a circular must be sent to the Shareholders containing the required details in accordance with Chapter 23 of the GEM Listing Rules from time to time.

(e) Offer of Options

Offer of Options must not be made after a price sensitive development has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been announced in accordance with the requirements of the GEM Listing Rules, or such other time or period as may be prescribed by the GEM Listing Rules from time to time. In particular, no Option may be granted during the period of one month immediately preceding the earlier of: (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of the Company’s financial results for any year, half-year, quarterly or any other interim period (whether or not required under the GEM Listing Rules); and (ii) the last day on which the Company shall publish its financial results for any year, half-year, quarterly or any other interim period (whether or not required under the GEM Listing Rules), and ending on (and including) the date following the publication of the results announcement.

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APPENDIX

PRINCIPAL TERMS OF THE NEW SCHEME

Further, no Option may be granted to a Director or any of his associates on any day on which the financial results of the Company are published and (i) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and (ii) during the period of 30 days immediately preceding the publication date of the quarterly results and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to (and include) the publication date of the results.

(f) Grant of Options to connected persons

• (i) If Options are granted to a connected person (as such terms are defined in the GEM Listing Rules) or its associates, the granting of such Options will be subject to all Independent Non-executive Directors’ approval; where Options are proposed to be granted to a connected person who is also a Substantial Shareholder or Independent Non-executive Director or any of their respective associates which will result in the total number of Shares issued and to be issued upon exercise of the Options granted or to be granted to such person under the New Scheme or any other scheme in the past 12-month period exceeds 0.1% of the total issued Shares for the time being and HK$5,000,000 in value (based on the closing price of the securities at the date of each grant), the granting of such Options will be subject to approval by the independent Shareholders of the Company taken on a poll. All connected persons of the Company shall abstain from voting, except that any connected person may vote against the resolution provided that his intention to do so has been stated in a circular to Shareholders in connection with obtaining the aforesaid Shareholders’ approval. In addition, prior Shareholders’ approval is required for any change in the terms of Options granted to a grantee who is a Substantial Shareholder, an Independent Non-executive Director or their respective associates. In seeking such approval, a circular must be sent to the Shareholders containing the required details in accordance with Chapter 23 of the GEM Listing Rules from time to time.

• (ii) However, the requirements for the granting of Options to a Director or chief executive of the Company set out above do not apply where the Participant is only a proposed director or chief executive of the Company.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(g) Time of exercise of Option

An Option may be exercised in accordance with the terms of the New Scheme at any time during a period to be notified by the Board to each Grantee but may not be exercised after the expiry of ten years from the date of grant, which however will be subject to the provisions of early termination of the Options as set out in paragraph (t) below (the “ Option Period ”). The Board may provide restrictions on the exercise of an Option during the period an Option may be exercised.

(h) Rights are personal to Grantee

An Option shall not be transferred or assigned and is personal to the Grantee and may be exercised or treated as exercised as the case may be, in whole or in part.

(i) Rights on cessation of employment by death

If the Grantee who is an Employee ceases to be an employee of the Group by reason of death, and none of the events referred to in (j) below as a ground for termination of his employment by the Group arises, his personal representatives may exercise the option (to the extent which has become exercisable and not already exercised) within a period being the earlier of (a) twelve months following his death or (b) the expiration of the relevant Option Period, failing which it will lapse.

(j) Rights on cessation of employment by dismissal

If the Grantee who is an Employee ceases to be an employee of the Group on the grounds that he has been guilty of serious misconduct, or has committed any act of bankruptcy or has made any arrangements or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty, his Option will lapse automatically and not be exercisable on the date of termination of his employment.

(k) Rights on cessation of employment of other reasons

If the Grantee who is an Employee leaves the service of the Group for any other reason, his Option may be exercised within a period which is the earlier of (i) three months following the date of such cessation, which date shall be the last actual working date with the Company or the relevant subsidiary, whether salary is paid in lieu of notice or not, or (ii) the expiration of the Option Period.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(l) Cancellation of Options

Any cancellation of Options granted but not exercised may be cancelled if the Grantee so agrees. Any Options cancelled may be re-issued provided that re-issued Options shall only be granted in compliance with the terms of the New Scheme and that any new Options that may be granted to the same Option holder may only be made with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit.

No compensation shall be payable to the Grantee for cancellation of any Options granted but not exercised.

(m) Effects of alterations to share capital

In the event of any alteration to the capital structure of the Company whilst any Option remains exercisable, arising from capitalization of profits or reserves, rights issue, consolidation, re-classification or subdivision of Share or reduction of the share capital of the Company in accordance with the legal requirements or requirements of the Stock Exchange, other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party, adjustment (if any) shall be made to:

• (i) the number or nominal amount of Shares subject to the Option so far as unexercised; and/or

• (ii) the Subscription Price for the Shares subject to the Option so far as unexercised; and/or

• (iii) the Shares to which the Option relates; and/or

• (iv) any combination thereof as the auditors to the Company (acting as expert not arbitrator) shall at the request of the Company certify in writing to the Board either generally or as regards any particular Grantee that the adjustments are in compliance with Rule 23.03(13) of the GEM Listing Rules and the notes thereto.

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APPENDIX

PRINCIPAL TERMS OF THE NEW SCHEME

Any such adjustments must give a Grantee the same proportion of the equity capital of the Company as to which that Grantee was previously entitled, and any adjustments so made shall be in compliance with the GEM Listing Rules and such applicable guidance and/or interpretation of the GEM Listing Rules from time to time issued by the Stock Exchange (including, without limitation, the “Supplemental Guidance on GEM Listing Rule 23.03(13) and the Note immediately after the Rule” attached to the letter of the Stock Exchange dated 5 September 2005 to all issuers relating to share option scheme) but no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. The capacity of the auditors to the Company in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the auditors to the Company shall be paid by the Company. Notice of such adjustment shall be given to the Grantees by the Company.

(n) Rights on a general offer

In the event of a general offer (otherwise than by a scheme of arrangement) being made to all holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Grantee (or his personal representatives) shall be entitled to exercise the Options in full (to the extent not already exercised at any time within 21 days of the notice given by the offeror to acquire the remaining Shares).

In the event of a general offer, by way of scheme of arrangement, being made to all the holders of Shares and has been approved by the necessary number of holders of Shares at the requisite meetings, the Grantee (or his personal representatives) may thereafter (but before such time as shall be notified by the Company) exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in such notice.

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PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(o) Rights on compromise or arrangement

Other than a scheme of arrangement contemplated in paragraph (n) above, in the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with the scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement and the Grantee (or his personal representatives) may by notice in writing to the Company accompanied by the remittance for the exercise price in respect of the relevant Options (such notice to be received by the Company not later than four Business Days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event no later than four Business Days prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise credited as fully paid.

(p) Rights on winding up

In the event a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee (or his personal representatives) may by notice in writing to the Company (such notice to be received by the Company not later than four Business Days prior to the proposed Shareholders’ meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event no later than the day immediately prior to the date of the proposed Shareholders’ meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise.

– 43 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(q) Ranking of Shares

Shares allotted and issued on the exercise of Options will rank pari passu with the other fully-paid Shares in issue as from the date when the name of the Grantee is registered in the register of members of the Company following allotment and issue and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of Grantee is registered on the register of members of the Company other than any dividend or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date when the name of Grantee is registered on the register of members of the Company, provided always that when the date of exercise of the Options falls on a date upon which the register of members of the Company is closed then the exercise of the Options shall become effective on the first business day in Hong Kong on which the register of members of the Company is re-opened.

(r) Period of the New Scheme

Subject to earlier termination by the Company in general meeting or by the Board, the New Scheme shall be valid for a period of ten years after the necessary resolution has been passed by the Shareholders approving the New Scheme, and from the date immediately after expiration of the Existing Scheme, the New Scheme will become unconditional and effective. After the expiry of the ten-year period, no further Options will be offered or granted but in all other respects the provisions of the New Scheme shall remain in full force and effect.

(s) Termination of the New Scheme

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Scheme and in such event no further Options will be offered or granted but in all other respects the provisions of the New Scheme shall remain in full force and effect. Options complying with the provisions of Chapter 23 of the GEM Listing Rules which are granted during the lifetime of the New Scheme and which remain unexpired immediately prior to the termination of the operation of the New Scheme shall continue to be exercisable thereafter.

– 44 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(t) Lapse of Options

An Option shall lapse automatically and not be exercisable, to the extent not already exercised, on the earliest of:

• (i) the expiry of the Option Period;

• (ii) the expiry of any of the periods referred to in sub-paragraph (i), (k) or (p) respectively;

• (iii) subject to the compromise or arrangement becoming effective, the expiry of the period referred to in sub-paragraph (n);

• (iv) the date on which the Grantee who is an Employee ceases to be an employee by reason of the termination of his employment on grounds including, but not limited to serious misconduct, bankruptcy, insolvency and conviction of any criminal offence;

• (v) the date of the commencement of the winding-up of the Company in subparagraph (p);

• (vi) the date on which the grantee sells, transfers, charges, mortgages, encumbers or creates any interest in favour of any third party over or in relation to the Option in breach of the New Scheme; or

• (vii) the expiry of the period referred to in sub-paragraph (n) provided that if any court of competent jurisdiction makes an order the effect of which is to prevent the offeror from acquiring Shares in the offer, the relevant period within which Options may be exercised shall not begin to run until the discharge of the order in question or unless the offer lapses or is withdrawn before that date.

– 45 –

PRINCIPAL TERMS OF THE NEW SCHEME

APPENDIX

(u) Alterations to the New Scheme

The New Scheme may be altered in any respect by the Board except that under Chapter 23 of the GEM Listing Rules certain provisions of the New Scheme cannot be altered to the advantage of Grantees or prospective Grantees of Options except with the prior sanction of an ordinary resolution of the Company in general meeting with participants and their associates abstaining from voting and the approval of the Stock Exchange. Any alteration to the terms and conditions of the New Scheme which are of a material nature, any change to the authority of the Directors or the administrators of the New Scheme in relation to any alteration to the terms of the New Scheme or any change to the terms of the Options granted must be approved by the Shareholders, except where the alterations take effect automatically under the existing terms of the New Scheme. The amended terms of the New Scheme or the Options to be granted thereunder must still comply with relevant requirements of Chapter 23 of the GEM Listing Rules from time to time.

– 46 –

NOTICE OF SGM

==> picture [265 x 112] intentionally omitted <==

(Incorporated in the Bermuda with limited liability)

(Stock Code: 8076)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE is hereby given that a special general meeting of Sing Lee Software (Group) Limited (the “ Company ”) will 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. for the purpose of considering and, if though fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) having granted or agreeing to grant the listing of, and permission to deal in, the shares of the Company (the “ Shares ”) to be alloted and issued upon exercise of the share options (the “ Director Share Options ”) granted to Mr. Hung Yung Lai (“ Mr. Hung ”), the Chairman and an executive director of the Company, details of it are described in the circular of the Company dated 10 February 2011 (a copy of which is produced to the meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification) (the “ Circular ”):

2. (i) the grant to Mr. Hung the Director Share Options to subscribe for 65,000,000 Shares (the “ DSO Option Shares ”) at an exercise price of HK$0.730 per Share under the existing share option scheme of the Company adopted on 27 August 2001 (the “ Existing Scheme ”) on such terms as stipulated in the offer letter to Mr. Hung issued pursuant to the Existing Scheme be and is hereby approved;

3. (ii) a specific mandate to the Directors (the “ DSO Specific Mandate ”) to allot, issue or otherwise deal in the DSO Option Shares upon exercise of the conversion rights under the Director Share Options be and is hereby approved;

• For identification purposes only

– 47 –

NOTICE OF SGM

• (iii) any one of the Directors (other than Mr. Hung) be and is hereby authorised to do any act or thing and to sign, seal, execute or deliver any document for and on behalf of the Company as may be necessary, desirable or expedient in connection with the grant of the Director Share Options and the DSO Specific Mandate; and

• (iv) all acts and actions taken by the Directors or any of them in connection with the grant of the Director Share Options to Mr. Hung before the date hereof be hereby approved, ratified and confirmed.”

• “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Shares to be alloted and issued upon exercise of the share options (the “ Employees Share Options ”) granted to the twenty-three employees of the Company (the “ Employee Grantees ”), (a list of the names of, and the share options granted to the respective Employee Grantees and details of the terms of the Employees Share Options are described in the Circular):

• (i) the grant to the Employee Grantees the Employees Share Options to subscribe for 19,260,000 Shares (the “ ESO Option Shares ”) at an exercise price of HK$0.714 per Share under the Existing Scheme on such terms as stipulated in the offer letters to Employee Grantees issued pursuant to the Existing Scheme be and is hereby approved;

• (ii) a specific mandate to the Directors (the “ ESO Specific Mandate ”) to allot, issue or otherwise deal in the ESO Option Shares upon exercise of the conversion rights under the Employees Share Options be and is hereby approved;

• (iii) any one of the Directors be and is hereby authorised to do any act or thing and to sign, seal, execute or deliver any document for and on behalf of the Company as may be necessary, desirable or expedient in connection with the grant of the Employees Share Options and the ESO Specific Mandate; and

– 48 –

NOTICE OF SGM

• (iv) all acts and actions taken by the Directors or any of them in connection with the grant of the Employees Share Options to the Employee Grantees before the date hereof be hereby approved, ratified and confirmed.”

• “ THAT subject to and conditional upon the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the Existing Scheme and any other share option schemes of the Company (including the New Scheme (as defined in resolution no. 4 below) if resolution no. 4 is approved) up to a new 10 per cent limit (the “ Refreshed Scheme Mandate Limit ”) be approved provided that:

• (i) the total number of Shares which may be issued upon exercise of options to be granted under the Existing Scheme after the date of the passing of this resolution, together with all options to be granted under any other share option schemes of the Company (including the New Scheme, if approved and having become effective) on or after the date of passing this resolution, must not exceed 10 per cent of the number of Shares in issue as at the date of passing this resolution;

• (ii) options granted prior to the date of passing this resolution under the Existing Scheme or any other share option schemes of the Company (including without limitation the Director Share Options, the Employees Share Options and all those outstanding, cancelled, lapsed or exercised in accordance with the Existing Scheme or such other schemes of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit; and

• (iii) any director of the Company be and is hereby authorised to do such act and execute such document to effect the Refreshed Scheme Mandate Limit.”

– 49 –

NOTICE OF SGM

1. “ THAT conditional on the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the new share option scheme of the Company conditionally adopted by the Directors on 1 February 2011 (the “ New Scheme ”) (a copy of which is produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification), the principal terms of it are described in the Appendix to the Circular, a copy of which has already been produced to the meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification), the New Scheme be and is hereby approved and adopted by the Company and the New Scheme shall become effective immediately after expiration of the Existing Scheme and the board of Directors be and are hereby authorised to administer the New Scheme, to grant options and to allot, issue and deal with the Shares pursuant to the exercise of any option granted thereunder and to take such steps and do such acts and to enter into such transactions, arrangements or agreements as may be necessary or expedient in order to implement and give full effect to the New Scheme.”

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

Date: 10 February 2011

Registered office: Head office and principal Clarendon House place of business: 2 Church Street 32nd Floor, Morrison Plaza Hamilton, HM11 5-9A Morrison Hill Road Bermuda Wanchai Hong Kong

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NOTICE OF SGM

Notes:

1. 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. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its corporate representative or representatives provided that if more than one person is so authorised, the authority shall specify the number and class of shares held by the relevant shareholder in respect of which each such person is authorised to act as corporate representative.

2. A form of proxy for use in connection with the meeting is enclosed with the circular of the Company 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. In order to be valid, the form of proxy must be delivered at the Company’s branch share registrar, Tricor Abacus Ltd., 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, not less than 48 hours before the time 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.

3. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any share any one of such joint holder may vote at the meeting, 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 the 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.

5. 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.

As at the Last Practicable date, the Board comprises Hung Yung Lai (executive Director), Cui Jian (executive Director), Xu Shu Yi (executive Director), Pao Ping Wing (independent nonexecutive Director), Tam Kwok Hing (independent non-executive Director) and Lo King Man (independent non-executive Director).

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