Sing Lee Software (Group) Limited — Interim / Quarterly Report 2012

Nov 12, 2012

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(incorporated in Bermuda with limited liability)

(Stock Code: 8076)

THIRD QUARTERLY RESULTS ANNOUNCEMENT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2012

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached other than 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement, for which the directors of Sing Lee Software (Group) Limited (the “Company”) (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

• For identification purpose only

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RESULTS

The board of directors (“Board”) of Sing Lee Software (Group) Limited (the “Company”) is pleased to announce the unaudited combined results of the Company and its subsidiaries (the “Group”) for the nine months ended 30 September 2012, together with the unaudited comparative figures for the corresponding periods in 2011, as follows:

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Expressed in Renminbi)

Notes Revenue 2 Cost of sales Gross profit (loss) Other income (expense) 3 Other (loss) gain Distribution and selling expenses Administrative expenses Reversal of impairment of trade receivables Research and development costs Finance costs Profit (loss) before taxation Income tax expense 4 Profit (loss) and total comprehensive income (expense) for the period Earning (loss) per share – Basic and diluted (RMB cents) 5	Three months ended 30 September 2012 2011 RMB’000 RMB’000 9,654 2,705 (3,874) (3,938) 5,780 (1,233) 2,899 (313) (383) 10,732 (2,052) (2,489) (5,471) (14,029) 1,356 840 (747) (420) (837) (645) 545 (7,557) (111) – 434 (7,557) 0.05 (0.93)	Nine months ended 30 September 2012 2011 RMB’000 RMB’000 26,392 12,204 (11,391) (13,777) 15,001 (1,573) 4,600 2,161 (394) 25,420 (7,398) (6,155) (17,231) (42,430) 2,948 925 (2,545) (1,631) (2,007) (699) (7,026) (23,982) (132) – (7,158) (23,982) (0.88) (2.95)

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Expressed in Renminbi)

As at 1 January 2012 Loss for the period and total comprehensive expenses for the period Recognition of equity-settled share based payments At 30 September 2012 At 1 January 2011 Loss for the period and total comprehensive expenses for the period Recognition of equity-settled share based payments At 30 September 2011	Share Capital (Unaudited) RMB’000 8,132 – – 8,132 8,132 – – 8,132	Share premium (Unaudited) RMB’000 151,770 – – 151,770 151,770 – – 151,770	Statutory surplus reserve (Unaudited) RMB’000 3,613 – – 3,613 3,613 – – 3,613	Translation reserve (Unaudited) RMB’000 5,217 – – 5,217 5,217 – – 5,217	Share option reserve (Unaudited) RMB’000 37,110 – 1,521 38,631 11,416 – 24,689 36,105	Accumulated losses (Unaudited) RMB’000 (195,546) (7,158) – (202,704) (158,063) (23,982) – (182,045)	Total (Unaudited) RMB’000 10,296 (7,158) 1,521 4,659 22,085 (23,982) 24,689 22,792

Under the Companies Act 1981 of Bermuda (“Companies Act”), share premium is distributable to shareholders, subject to the condition that the Company cannot declare or pay a dividend, or make a distribution out of share premium and capital reserve if (i) it is, or would after the payment be, unable to pay its liabilities as they become due, or (ii) the realizable value of its assets would thereby be less than the aggregate of its liabilities and its issued share capital account.

As stipulated by the relevant laws and regulations for foreign investment enterprises in the People’s Republic of China (the “PRC”), the Company’s PRC subsidiaries are required to maintain two statutory reserves, being an enterprise expansion fund and a statutory surplus reserve fund which are nondistributable. Appropriations to such reserves are made out of net profit after taxation reported in the statutory financial statements of the PRC subsidiaries while the amounts and allocation basis are decided by their respective boards of directors annually. The statutory surplus reserve fund can be used to make up their prior year losses, if any, and can be applied in conversion into capital by means of capitalization issue. The enterprise expansion fund is used for expanding the capital base of the PRC subsidiaries by means of capitalization issue.

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Notes:

1. GENERAL

The results have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board, the disclosure requirements of the Hong Kong Companies Ordinance and the Rules Governing the Listing of Securities on GEM.

The condensed consolidated financial statements are presented in Renminbi (“RMB”), which is the same as the functional currency of the Company and its subsidiaries.

All significant intra-group transactions and balances have been eliminated on consolidation.

The principal accounting policies and methods of computation adopted for the preparation of the unaudited condensed consolidated financial statements are the same and consistent with those adopted by the Group in its audited annual financial statements for the year ended 31 December 2011.

2. REVENUE

Revenue represents income from sale of computer software and hardware, and maintenance income. Revenue comprises the followings:

Sales of software Sales of hardware Maintenance income	(Unaudited) Three months ended 30 September 2012 2011 RMB’000 RMB’000 758 833 422 437 8,474 1,435 9,654 2,705	(Unaudited) Nine months ended 30 September 2012 2011 RMB’000 RMB’000 1,476 1,153 1,116 884 23,800 10,167 26,392 12,204	(Unaudited) Nine months ended 30 September 2012 2011 RMB’000 RMB’000 1,476 1,153 1,116 884 23,800 10,167 26,392 12,204
			12,204

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3. OTHER INCOME (EXPENSE)

Reverse of impairment loss recognised on inventories Interest income Others INCOME TAX EXPENSE Business tax (Note a)	(Unaudited) Three months ended 30 September 2012 2011 RMB’000 RMB’000 872 – 1,768 50 259 (363) 2,899 (313) (Unaudited) Three months ended 30 September 2012 2011 RMB’000 RMB’000 111 –	(Unaudited) Nine months ended 30 September 2012 2011 RMB’000 RMB’000 1,958 1,596 1,783 78 859 487 4,600 2,161 (Unaudited) Nine months ended 30 September 2012 2011 RMB’000 RMB’000 132 –

4. INCOME TAX EXPENSE

Hangzhou Singlee Technology Company Limited (“Singlee Technology”), a subsidiary of the Company, was established in Hangzhou, PRC, with applicable tax rate of 25%. In 2010, Singlee Technology is a High and New Technology Enterprise defined by Zhejiang Finance Bureau, Administrator of Local Taxation of Zhejiang Municipality and Zhejiang Municipal office of the State Administration of Taxation and therefore is entitled to 15% preferential tax rate from PRC Enterprise Income Tax for three years starting from 2010. Accordingly, the tax rate for Singlee Technology is 15% for the nine months ended 30 September 2012 and 2011.

According to the PRC Enterprise Income Tax Law, the applicable tax rate of Hangzhou Singlee Software Company Limited, Singlee Software (Zhuhai) Company Limited, Beijing Singlee Yin Tong Information Technology Co., Ltd and Xin Yintong Technology Co., Ltd is 25% for the nine months ended 30 September 2012 and 2011.

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4. INCOME TAX EXPENSE (Cont’d)

No provision for Hong Kong Profits Tax has been made as the Group had no estimated assessable profits arising from Hong Kong during the nine months ended 30 September 2012 and 2011.

There was no significant unprovided deferred taxation for the reported periods.

Note:

• (a) Tax paid in respect to business operation and interest income of PRC source.

5. EARNING (LOSS) PER SHARE

The calculation of basic earning (loss) per share for the three months and nine months ended 30 September 2012 were based on the net profit attributable to the owners of the Company of RMB434,000 (2011: net loss of RMB7,557,000) for the three months ended 30 September 2012 and the net loss attributable to owners of the company of RMB7,158,000 (2011: net loss of RMB23,982,000) for the nine months ended 30 September 2012 and the weighted average number of shares of 811,840,000 (2011: 811,840,000) in issue throughout the period.

No diluted earning (loss) per share has been presented for each of the nine months and three months ended 30 September 2012 and 2011 because the Company’s outstanding share options during the nine months and three months ended 30 September 2012 and 2011 have an anti-dilutive impact.

6. DIVIDEND

The Board does not recommend the payment of dividend for the nine months ended 30 September 2012 (nine months ended 30 September 2011: Nil).

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MANAGEMENT DISCUSSION AND ANALYSIS

Financial review and results of operations

For the nine months ended 30 September 2012, the Group recorded a total revenue of approximately RMB26,392,000, an increase of 116% as compared to the same period of last year (For the nine months ended 30 September 2011: approximately RMB12,204,000).

The Group recorded a loss of approximately RMB7,158,000 for the three quarters of 2012, a decrease of 70% as compared to the same period of last year (For the nine months ended 30 September 2011: net loss approximately RMB23,982,000). Increase in turnover and decrease in equity-settled share-based payment are of the factors leading to the decrease in loss.

During the nine months ended 30 September 2012, the Company recorded equity-settled share-based payment and fair value gain on derivative financial liability of approximately RMB1,521,000 (For the nine months ended 30 September 2011: RMB24,689,000) and nil (For the nine months ended 30 September 2011: RMB25,420,000) respectively. The equity-settled share-based payment was allocated between the cost of sales, distribution and selling expenses and administrative expenses amounting to RMB272,000, RMB83,000 and RMB1,166,000 respectively.

We will continue striving our best to increase sales and strengthen our cost control measures. With the products of our Group becoming more mature in the market and the effective cost control, we expect that financial results of the group would be further improved in the coming quarter.

BUSINESS REVIEW

“Mobile Payment” of Mobile Electronic Commerce

Launched by the Group in this quarter, “Bank-College Express” is an innovation platform that is marked by the following unique innovative features:

• 1) This platform is a comprehensive payment service home platform that establishes a base from which the payment services for the Group’s online and offline customers are integrated. This platform can help enhance the presence of Sing Lee Group;

• 2) All of the online and offline customers of this platform have become part of the customer mix of Sing Lee Group. With this platform, we have fundamentally changed from a passive role as a partner working with banks in respect of the traditional “Bank-School Express”（「銀校通」） products. As indicated by statistics, up to 28 September 2012, the number of offline customers of this platform is over 1,000,000, including users from over 70 institutions in Zhejiang, Beijing, Shandong, Guangdong, Henan and Yunnan, etc.;

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• 3) This platform is a home platform for diversified products. In this quarter, the number of new online customers is more than 6,000, with a transaction amount of over RMB30,000,000. Though active marketing efforts are yet to be made by the Group, the potential and prospect of the Group’s innovative “Bank-School Express”（「銀校通」）platform have been already shown.

RUNPOS(soft POS) business

In this quarter, prominent results were attained in the market for the Group’s RUNPOS (soft POS) second-generation products, namely “Bank-Hospital Express”（「銀醫通」）and the “Bank-Business Express”（「銀商通」）. In the nationwide tender made by MISPOS Agricultural Bank of China, the Group was offered the tender, in which the Group will complete a number of projects for Agricultural Bank of China in six key provinces and eight preparatory provinces. The offering of the tender from the Agricultural Bank of China will bring larger sales volume to the Group while substantially raising the Group’s MISPOS market share across the country.

In relation to the MISPOS comprehensive remodeling project of the headquarter of China Construction Bank Corporation, the Group has been recommended by the headquarter to participate in the next year’s tender. This participation will help extend the Group’s reach into more new provinces, thereby further expanding the sales volume of MISPOS. It will also speed up the rapid development of the Group’s RUNPOS(soft POS) third-generation products – mobile payment services, so as to build a broader market base for the Group’s mobile payment business.

FUTURE OUTLOOK

During this quarter, to ensure the successful implementation of the seamless integration strategy relating to the offline and online operations of RUNPOS(soft POS) second and third-generation “mobile payment” services, the Group has continuously devoted greater costs to a number of areas including human resources, R&D of innovative technology, marketing efforts and product promotion. However, the Group’s sales revenue rose by more than a double over the same period last year. We consider that all these factors are strategically crucial for us to fuel our long-term development and strengthen our core competitiveness. The Group’s management at all levels will evaluate all projects strictly and carefully, and will reinforce risk exposure control on centralization of management, thereby ensuring the effectiveness and success of each project.

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SUBSTANTIAL SHAREHOLDERS’ INTEREST IN SECURITIES

As at 30 September 2012, shareholders (other than directors or chief executive of the Company) who had interests or short positions in the shares, underlying shares and debentures of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or, directly, or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote on all circumstances at general meeting of any other members of the Group or substantial shareholders as recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

a) Ordinary shares of HK$0.01 each of the Company

		Number of shares held	Number of shares held	Percentage
Name of	Capacity/	Long	Short	of
shareholder	Nature of interest	position	position	shareholding
Goldcorp Industrial	Beneficial interest	287,855,000	–	35.46%
Limited		(note 1)
Great Song Enterprises	Corporate interest	287,855,000	–	35.46%
Limited		(notes 1 and 2)
Mr. Hung Yung Lai	Corporate interest	287,855,000	–	35.46%
		(notes 2 and 4)
	Beneficial owner	10,195,000	–	1.26%
Ms. Li Kei Ling	Corporate interest	287,855,000	–	35.46%
		(notes 2 and 3)
Mdm. Iu Pun	Family interest	363,050,000	–	44.72%
		(note 5)
UBS AG	Interest of	45,000,000	–	5.54%
	a controlled	(note 6)
	corporation

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b) Share options

			Number of
	Capacity/	Number of	underlying
Name of shareholders	Nature of interest	options held	shares
Mr. Hung Yung Lai	Beneficial interest	65,000,000	65,000,000

Notes:

1. Goldcorp Industrial Limited is a limited liability company incorporated in the British Virgin Islands equally owned by Mr. Hung Yung Lai and Great Song Enterprises Limited which in turn is wholly owned by Ms. Li Kei Ling.

2. The Shares were held by Goldcorp Industrial Limited.

3. Ms. Li Kei Ling controls more than one third of the voting power of Great Song Enterprises Limited which in turn holds more than one third of the voting power of Goldcorp Industrial Limited. Ms. Li Kei Ling is deemed, by virtue of the SFO, to be interested in the same 287,855,000 shares held by Goldcorp Industrial Limited.

4. Mr. Hung Yung Lai controls more than one third of the voting power of Goldcorp Industrial Limited. Mr. Hung Yung Lai is deemed, by virtue of the SFO, to be interested in the same 287,855,000 shares held by Goldcorp Industrial Limited.

5. These shares are beneficially owned by Goldcorp Industrial Limited as mentioned in Note 4 of above. Mr. Hung Yung Lai is deemed to be interested in the same 287,855,000 shares held by Goldcorp Industrial Limited. Mdm. Iu Pun is the wife of Mr. Hung Yung Lai and is deemed to be interested in these shares in which Mr. Hung Yung Lai is deemed or taken to be interested for the purpose of the SFO. She is also deemed to be interested in the 65,000,000 share options and the 10,195,000 shares beneficially owned by Mr. Hung Yung Lai as mentioned in Note 4 above for the purpose of SFO.

6. According to the disclosure of interests form submitted by UBS AG on 22 October 2010 (the date of relevant event being 20 October 2010), these shares were held through a subsidiary of UBS AG. The 45,000,000 shares (long position) were held in the capacity of having interest of a controlled corporation.

Save as disclosed above, as at 30 September 2012, the directors or chief executives of the Company were not aware of any other person (other than directors or chief executives of the Company) who had an interest or short position in the shares, underlying shares and debentures of the Company which would fall to be disclosed to the Company under the provision of Divisions 2 and 3 of Part XV of the SFO, or who was interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of the Group or any other substantial shareholders as recorded in the register required to be kept by the Company under Section 336 of the SFO.

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DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS IN SECURITIES

As at 30 September 2012, the interests or short positions of the directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong (the “SFO”)) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which he/she is taken or deemed to have under such provisions of the SFO), or which were required to be entered into the register required to be kept by the Company, pursuant to Section 352 of the SFO, or which were required, pursuant to Rules 5.46 to 5.66 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

Shares in the Company:

		Number of shares held	Number of shares held	Percentage
	Capacity/	Long	Short	of
Name of directors	Nature of interest	position	position	shareholding
Mr. Hung Yung Lai	Corporate interest	287,855,000	–	35.46%
		(note 1)
	Beneficial owner	10,195,000	–	1.26%
Shares in associated	corporation:
		Number of ordinary
		shares held in Goldcorp
		Industrial Limited(note 2)		Percentage
	Capacity/	Long	Short	of
Name of directors	Nature of interest	position	position	shareholding
Mr. Hung Yung Lai	Personal interest	1	–	35.46%

Notes:

1. The Shares were held by Goldcorp Industrial Limited. Mr. Hung Yung Lai has 50% interest in Goldcorp Industrial Limited.

2. The entire issued capital of Goldcorp Industrial Limited as of 30 September 2012 composed of 2 ordinary shares. Goldcorp Industrial Limited held 287,855,000 Shares in the Company.

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SHARE OPTION SCHEME

Pursuant to the share option scheme (the “Scheme”) adopted on 27 August 2001, the Directors may at their discretion grant options to employees (including Directors of the Company) of the Group and other persons who, in the sole discretion of the board of the Directors, have contributed to the Group (“Participants”). The Scheme enables the Company to grant share options to Participants as incentives or rewards for their contribution to the Group. The Scheme would be valid and effective for a period of ten years commencing on the adoption date and have come to its expiration. As a result, a new share option scheme which is approved on 28 February 2011, take effect immediately after the expiry of the existing Scheme.

Pursuant to the ordinary resolution passed by the shareholders at the special general meeting of the Company held on 28 February 2011 (the “SGM”), the Scheme mandate limit was refreshed so that the Company was authorized to grant share options under the existing Scheme for subscription of up to a total of 81,184,000 shares, representing approximately 10% of the issued share capital of the Company as at the date of the SGM.

The total number of shares issued and to be issued upon the exercise of options granted and to be granted to each Participant (including both exercised and outstanding options) in any 12 months period up to the date of grant must not exceed 1% of the shares in issue at the date of grant.

The subscription shall be a price determined by the board of directors at its absolute discretion and shall not be less than the higher of the closing price of the share on the date of grant of the option and the average closing price of the shares for the five business days immediately preceding the date of grant of the option.

Options granted shall be deemed to be accepted upon receipt of the acceptance of offer letter from the grantee within 28 days from the offer date, together with a remittance in favour of the Company of HK$1 by way of consideration for the grant.

An option may be exercised in accordance with the terms of the Scheme at any time during a period notified by the board to each grantee but may not be exercised after the expiry of 10 years from the date of grant.

On 8 April 2002 the Company granted 60,230,000 options to subscribe for shares in the Company under the Scheme at an exercise price of HK$0.614 per share to 163 employees (including three executive directors) of the Group. Shares of the Company were at closing price of HK$0.58 immediately before the day on which options were granted.

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On 1 June 2004 the Company granted 10,000,000 options to subscribe for shares in the Company under the scheme at an exercise price of HK$0.14 per share to 2 chief executives of the Group. Shares of the Company were at closing price HK$0.14 immediately before the day on which options were granted.

On 9 October 2007 the Company granted 47,550,000 options to subscribe for shares in the Company under the Scheme at an exercise price of HK$0.368 per share to its employees of the Group. Shares of the Company were at closing price of HK$0.36 immediately before the day on which options were granted.

On 19 January 2010 the Company granted 20,900,000 options to subscribe for shares in the Company under the Scheme at an exercise price of HK$0.20 per share to its directors and employees of the Group. Shares of the Company were at closing price of HK$0.20 immediately before the day on which options were granted.

On 16 August 2010 the Company granted 8,990,000 options to subscribe for shares in the Company under the Scheme at an exercise price of HK$0.84 per share to its employees of the Group. Shares of the Company were at closing price of HK$0.84 immediately before the day on which options were granted.

On 10 January 2011, the Company granted 65,000,000 share options to subscribe for shares in the company under the Share Option Scheme at an exercise price of HK$0.730 per share to Mr. Hung Yung Lai, Chairman of the Group. Shares of the Company were at closing price of HK$0.730 immediately before the day on which options were granted. The grant of share options to Mr. Hung Yung Lai and the specific mandate to allot, issue and deal with the shares of the Company upon conversion of the foregoing share options were approved by the SGM held on 28 February 2011.

On 13 January 2011, the Company granted 19,260,000 share options to subscribe for shares in the Company under the Share Option Scheme at an exercise price of HK$0.714 per share to its employees of the Group. Shares of the Company were at closing price of HK$0.690 immediately before the day on which options were granted. The grant of share options to its employees of the Company and the specific mandate to allot, issue and deal with the shares of the Company upon conversion of the foregoing share options were approved by the SGM held on 28 February 2011.

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The summary details of options granted are as follows:

Name of directors and employees Exercise period Cui Jian 7 September 2002 to 7 April 2012 Qiu Lei 9 April 2008 to 8 October 2017 Continuous contract employees (other than directors) 9 April 2008 to 8 October 2017 Pao Ping Wing 19 July 2010 to 18 January 2020 Tam Kwok Hing 19 July 2010 to 18 January 2020 Lo King Man 19 July 2010 to 18 January 2020 Hung Ying 19 July 2010 to 18 January 2020 Qiu Lei 19 July 2010 to 18 January 2020 Continuous contract employees (other than directors) 19 July 2010 to 18 January 2020 Hung Ying 16 February 2011 to 15 August 2020 Qiu Lei 16 February 2011 to 15 August 2020 Continuous contract employees (other than directors) 16 February 2011 to 15 August 2020 Hung Yung Lai 28 February 2011 to 9 January 2021 Qiu Lei 28 February 2011 to 12 January 2021 Continuous contract employees (other than directors) 28 February 2011 to 12 January 2021	Number of share options outstanding as at 1 January 2012 3,180,000 6,000,000 21,020,000 600,000 600,000 600,000 2,500,000 500,000 14,530,000 1,550,000 310,000 6,450,000 65,000,000 590,000 17,950,000 141,380,000	Number of share options granted during the period – – – – – – – – – – – – – – – –	Number of share options exercised during the period – – – – – – – – – – – – – – – –	Number of share options cancelled during the period – – – – – – – – – – – – – – – –	Number of share options lapsed during the period (3,180,000) – (300,000) – – – – – (1,550,000) – – (310,000) – – (190,000) (5,530,000)	Number of share options outstanding as at 30 September 2012 – 6,000,000 20,720,000 600,000 600,000 600,000 2,500,000 500,000 12,980,000 1,550,000 310,000 6,140,000 65,000,000 590,000 17,760,000
						135,850,000

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PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

During the period, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities.

COMPETING INTERESTS

None of the Directors or the management shareholders of the Company and their respective associates (as defined in GEM Listing Rules) had an interest in a business, which competes with the Company or may compete with the businesses of the Group.

CORPORATE GOVERNANCE PRACTICES

The board of directors of the Company believes that corporate governance is essential to the success of the Company and has adopted various measures to ensure that a high standard of corporate governance is maintained. The Company has applied the principles and complied with the requirements set out in the Code on Corporate Governance Practices (“CG code”) contained in Appendix 15 of the GEM listing Rules.

DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted the code of conduct regarding directors’ securities transactions during the nine months ended 30 September 2012 as set out in GEM Listing Rules 5.48 to 5.67. The Company has made specific enquiry of all the Directors and the Company was not aware of any non-compliance with the required standard of dealings regarding the securities transactions by Directors.

AUDIT COMMITTEE

The Company has established an audit committee on 27 August 2001 with terms of reference in compliance with the requirements as set out in Rules 5.28 to 5.33 of the GEM Listing Rules. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control procedures of the Group and to provide advice and comments to the Board.

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The members of the Group’s audit committee are as follows:

	Position in the
Name	audit committee	Position in the Board of Directors
Mr. Pao Ping Wing	Chairman	Independent Non-Executive Director
Mr. Tam Kwok Hing	Member	Independent Non-Executive Director
Mr. Lo King Man	Member	Independent Non-Executive Director

The audit committee has reviewed and commented in the Company’s third quarterly report for the nine months ended 30 September 2012.

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

The Board comprises of:

Hung Yung Lai (Executive Director) Cui Jian (Executive Director) Qiu Lei (Executive Director) Hung Ying (Executive Director) Pao Ping Wing (Independent Non-Executive Director) Tam Kwok Hing (Independent Non-Executive Director)

Lo King Man (Independent Non-Executive Director)

Hong Kong, 12 November 2012

The announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and will be published on the website of the Company (http://www.singlee.com.cn).

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