Timeless Resources Holdings Limited — Proxy Solicitation & Information Statement 2007

Aug 1, 2007

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker or other registered dealers in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Timeless Software Limited, you should at once hand this document and the accompanying forms of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

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TIMELESS SOFTWARE LIMITED

(incorporated in Hong Kong with limited liability)

Stock Code: 8028

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of Timeless Software Limited to be held in Hong Kong on 30 August 2007 at 3:30 p.m. is set out on pages 10 to 13. Whether or not you are able to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at Units 111-113, 1st Floor, Building 9, Phase One, Hong Kong Science Park, Tai Po, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting. Completion of the proxy form and its return will not preclude you from attending, and voting at, the Annual General Meeting if you so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of posting and on the Company’s website at www.timeless.com.hk.

2 August 2007

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

GEM has been established as a market designated to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. 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.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Pages	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	REFRESHMENT OF SCHEME MANDATE LIMIT UNDER
	THE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	EXPLANATORY MEMORANDUM FOR THE GENERAL MANDATE TO
	REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	2007 ANNUAL REPORT AND ANNUAL GENERAL MEETING . . . . . . . . . . . . . .	8
6	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
**NOTICE **	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT . . . . . . . . . .		14
APPENDIX II BIOGRAPHIES OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . .		17

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DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

• “Annual General Meeting”

the annual general meeting of the Company to be held in Hong Kong on Thursday, 30 August 2007 at Meeting Room 8, 1/F, Building 9, Phase 1, No. 5 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong, the notice of which is set out on pages 10 to 13 of this circular, or any adjournment thereof

• “Articles”

• the articles of association of the Company, as may be, amended from time to time

• “Associate”

• shall have the meaning ascribed to it under the GEM Listing Rules

• “Board”

the board of Directors or a duly authorised committee thereof

• “Companies Ordinance”

• the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), as amended or supplemented from time to time

• “Company”

Timeless Software Limited, a company incorporated in Hong Kong with limited liability under the Companies Ordinance, the shares of which are listed on GEM

• “Directors”

• the director(s) of the Company

• “Eligible Participant”

• any person or organisation who/which satisfies the eligibility criteria under the Share Option Scheme

• “GEM”

The Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

the Rules Governing the Listing of Securities on The Growth Enterprise Market of the Stock Exchange of Hong Kong Limited as amended, supplemented or otherwise modified from time to time.

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong for the time being

• “Latest Practicable Date”

• 25 July 2007 , being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Memorandum of Association”

the memorandum of association of the Company, as adopted and as amended from time to time

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DEFINITIONS

• “Notice of Annual General Meeting”

• the notice convening the Annual General Meeting as set out on pages 10 to 13 of this circular

• “Option(s)”

• right(s) to subscribe for Share(s) granted pursuant to the Share Option Scheme

• “Ordinary Resolution(s)”

• the proposed ordinary resolution(s) as referred to in the Notice of Annual General Meeting

• “other share option scheme(s)”

• schemes involving the issue or grant of options or similar rights over Shares or other securities by the Company, other than the Share Option Scheme

• “Repurchase Mandate”

• the proposed general and unconditional mandate to the Directors to repurchase Shares pursuant to Ordinary Resolution No.5(i) as set out in the Notice of Annual General Meeting in its present or any amended form

• “Scheme Mandate Limit” shall have the meaning given to that term in the Share Option Scheme

• “Share(s)”

• fully paid shares of HK$0.05 each of the Company (or such other nominal amount prevailing from time to time)

• “Shareholders” holders of the Shares

• “Share Issue Mandate” the proposed mandate to the Directors to issue Shares pursuant to Ordinary Resolution No.5(ii) as set out in the Notice of Annual General Meeting in its present or any amended form

• “Share Option Scheme” the share option scheme adopted by the Company pursuant to an ordinary resolution of the Company passed on 28 April 2003

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

• “Subsidiary”

• a subsidiary (within the meaning of the Companies Ordinance) for the time being and from time to time of the Company

• “Substantial Shareholder” shall have the meaning ascribed to it under the GEM Listing Rules

• “Takeover Code” The Hong Kong Code on Takeovers and Mergers issued by Securities and Futures Commission of Hong Kong

• “Terminated Scheme”

the share option scheme of the Company adopted on 21 November 2000 and terminated pursuant to an ordinary resolution of the Company passed on 28 April 2003

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LETTER FROM THE BOARD

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TIMELESS SOFTWARE LIMITED

(incorporated in Hong Kong with limited liability)

Stock Code: 8028

Executive Directors: Mr. CHENG, Kin Kwan (Chairman) Mr. CHUNG, Yiu Fai Mr. LAW, Kwai Lam Ms. LEUNG, Mei Sheung Eliza Ms. ZHENG, Ying Yu Mr. FUNG, Chun Pong Louis Mr. LIAO, Yun

Registered Office: Units 111-113, 1st Floor, Building 9, Phase One, Hong Kong Science Park, Tai Po, Hong Kong

Independent Non-executive Directors: Mr. NG, Kwok Tung Ms. TSANG, Wai Chun Marianna Mr. CHAN, Mei Ying Spencer

2 August 2007

To the Shareholders of the Company,

Dear Sir/Madam,

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the Annual General Meeting which will be held on 30 August 2007, the following resolutions will be proposed:

• (a) to refresh the Scheme Mandate Limit in order to permit the grant of further Options under the Share Option Scheme;

• (b) to re-elect Directors who shall retire in accordance with the Articles and (being eligible) offer themselves for re-election; and

• (c) to grant the Repurchase Mandate and the Share Issue Mandate.

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LETTER FROM THE BOARD

This circular sets out the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions in respect of the matters described above.

2. REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME

The Share Option Scheme was adopted and the Terminated Scheme was terminated pursuant to an ordinary resolution passed by Shareholders in general meeting on 28 April 2003.

Under the rules of the Share Option Scheme:

• (a) the maximum number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes (excluding those options that have already been granted by the Company prior to the date of approval of the Share Option Scheme) shall not, in aggregate, exceed the Scheme Mandate Limit; and

• (b) the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and not yet exercised under the Share Option Scheme and any other share option schemes must not, in any event and in aggregate, exceed 30 per cent. of the Shares in issue from time to time.

The Company may seek approval from the Shareholders in general meeting for refreshing the Scheme Mandate Limit so that the total number of Shares which may be issued upon the exercise of options granted under the Share Option Scheme and any other share option schemes shall be re-set at 10 per cent. of the Shares in issue as at the date of the approval of such refreshment. In this connection, options previously granted under the Share Option Scheme (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme and any other share option schemes of the Company) will not be counted for the purpose of determining whether the refreshed Scheme Mandate Limit has been exceeded.

Apart from the Share Option Scheme and the Terminated Scheme, the Company currently has no other share option scheme. The first Scheme Mandate Limit of 94,885,550 Shares (the “ First Scheme Mandate Limit ”) (being 10 per cent. of the Shares in issue as at the date of adoption of the Share Option Scheme) was refreshed by the Shareholders on 29 December 2003 to 98,706,150 Shares (the “ Second Scheme Mandate Limit ”) (being 10 per cent. of the Shares in issue as at the date of shareholders’ approval of such refreshment). The Second Scheme Mandate Limit was refreshed by the Shareholders on 5 August 2004 to 99,118,550 Shares (the “ Third Scheme Mandate Limit ”) (being 10 per cent. of the Shares in issue as at the date of shareholders’ approval of such refreshment). The Third Scheme Mandate Limit was refreshed by the Shareholders on 30 August 2006 to 103,578,150 Shares (the “ Current Scheme Mandate Limit ”) (being 10 per cent. of the Shares in issue as at the date of shareholders’ approval of such refreshment).

Options previously granted under the Share Option Scheme (including all those Options which are outstanding or cancelled, or have lapsed, in accordance with the Share Option Scheme, or Options which have been exercised) have not been and will not be counted for the purpose of calculating the Scheme Mandate Limited.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there were no options outstanding and unexercised under the Terminated Scheme.

A total of 94,700,000 Options were granted to Directors and employees of the Group under the First Scheme Mandate Limit on 5 September 2003, 15 September 2003, 26 November 2003 and 8 December 2003 respectively, out of which 25,500,000 Options have lapsed in accordance with the terms of the Share Option Scheme and 2,340,000 Options have been exercised as at the Latest Practicable Date. Out of these 94,700,000 Options, there remain therefore a total of 66,860,000 outstanding and unexercised Options (representing approximately 5.99 per cent. of the issued capital of the Company as at the Latest Practicable Date) that were granted under the First Scheme Mandate Limit.

As at the Latest Practicable Date, a total of 84,450,000 Options were granted to Directors and employees of the Group under the Second Scheme Mandate Limit on 9 January 2004, 25 February 2004 and 19 April 2004 respectively, out of which 22,814,000 Options have lapsed in accordance with the terms of the Share Option Scheme, 5,250,000 Options have been exercised, and 56,386,000 Options (representing approximately 5.05 per cent. of the issued capital of the Company as at the Latest Practicable Date) remain outstanding and unexercised.

A total of 112,100,000 Options were granted to Directors and employees of the Group under the Third Scheme Mandate Limit on 16 September 2004, 30 September 2004, 13 December 2004, 28 February 2005, 11 May 2005, 22 September 2005 and 24 March 2006 respectively, out of which 15,200,000 Options have lapsed in accordance with the terms of the Share Option Scheme and 66,520,000 Options have been exercised as at the Latest Practicable Date. Out of these 112,100,000 Options, there remain therefore a total of 30,380,000 outstanding and unexercised Options (representing approximately 2.72 per cent. of the issued capital of the Company as at the Latest Practicable Date) that were granted under the Third Scheme Mandate Limit.

A total of 87,600,000 Options were granted to Directors and employees of the Group under the Current Scheme Mandate Limit on 26 September 2006 and 18 June 2007 respectively, out of which 500,000 Options have lapsed in accordance with the terms of the Share Option Scheme and 56,400,000 Options have been exercised as at the Latest Practicable Date. Out of these 87,600,000 Options, there remain therefore a total of 30,700,000 outstanding and unexercised Options (representing approximately 2.75 per cent. of the issued capital of the Company as at the Latest Practicable Date) that were granted under the Current Scheme Mandate Limit. Accordingly, approximately 84.09 per cent. of the Current Scheme Mandate Limit has been utilized.

As at the Latest Practicable Date, there remain therefore a combined total of 184,326,000 outstanding and unexercised Options (representing approximately 16.51 per cent. of the issued capital of the Company as at the Latest Practicable Date) that were granted under the Share Option Scheme.

The Current Scheme Mandate Limit has substantially been utilized. Unless the Scheme Mandate Limit is refreshed, a maximum of 16,478,150 Options only entitling the holder(s) thereof to subscribe for an aggregate of 16,478,150 Shares, may be further granted under the Share Option Scheme.

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LETTER FROM THE BOARD

The purpose of the Share Option Scheme is to recognise and acknowledge the contributions that Eligible Participants had made or may make to the Group. To allow greater flexibility for the Directors to achieve this, it is proposed that the Current Scheme Mandate Limit be refreshed. If the Current Scheme Mandate Limit is refreshed, on the basis of 1,116,231,503 Shares in issue as at the Latest Practicable Date and assuming that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed to grant further options under the Share Option Scheme of the Company carrying the rights to subscribe for a maximum of 111,623,150 Shares.

The aggregate number of Shares that could be issued pursuant to the full exercise of 184,326,000 outstanding Options granted under the Share Option Scheme representing approximately 16.51 per cent. of the Company’s issued share capital as at the Latest Practicable Date. The Company will comply with Note 2 of Rule 23.03(3) of the GEM Listing Rules when granting further Options.

The Directors consider that it will be for the benefit of the Group and the Shareholders as a whole that the Eligible Participants are granted rights to obtain equity holdings of the Company through the grant of Options. This will motivate the Eligible Participants to contribute to the success of the Group. For these reasons, the Directors propose the passing of an ordinary resolution at the Annual General Meeting for refreshing the Scheme Mandate Limit.

The proposed refreshment of the Current Scheme Mandate Limit will be conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders to approve the refreshment of the Current Scheme Mandate Limit at the Annual General Meeting; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, such number of Shares, representing 10 per cent. of the Shares in issue as at the date of the Annual General Meeting, which may fall to be allotted and issued pursuant to the exercise of options granted under the refreshed Current Scheme Mandate Limit.

Application will be made to the Stock Exchange for granting the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the Options to be granted under the Share Option Scheme within the refreshed Current Scheme Mandate Limit.

3. RE-ELECTION OF DIRECTORS

The Board currently consists of 10 members, namely the following executive Directors:

• (a) Mr. CHENG, Kin Kwan (Chairman)

• (b) Mr. CHUNG, Yiu Fai

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LETTER FROM THE BOARD

• (c) Mr. LAW, Kwai Lam

• (d) Ms. LEUNG, Mei Sheung Eliza

• (e) Ms. ZHENG, Ying Yu

• (f) Mr. FUNG, Chun Pong Louis

• (g) Mr. LIAO, Yun

and the following independent non-executive Directors:

• (h) Mr. NG, Kwok Tung

• (i) Ms. TSANG, Wai Chun Marianna

• (j) Mr. CHAN, Mei Ying Spencer

In accordance with Article 105(A) of the Articles, Ms. Leung Mei Sheung Eliza, Ms. Zheng Ying Yu, Mr. Fung Chun Pong Louis and Ms. Tsang Wai Chun Marianna shall retire at the conclusion of the Annual General Meeting (the “ Retiring Directors ”) and, being eligible, shall offer themselves for re-election.

Biographies of the Retiring Directors are set out in Appendix II to this circular. At the Annual General Meeting, ordinary resolutions will be proposed to approve their re-election.

4. EXPLANATORY MEMORANDUM FOR THE GENERAL MANDATE TO REPURCHASE SHARES

To provide flexibility to the Directors, an ordinary resolution will be proposed at the Annual General Meeting that the Directors be given the Repurchase Mandate to exercise all powers of the Company to purchase issued Shares of the Company subject to the limitation set out in Resolution 5(ii)(c). In particular, the Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number of Shares as represents 10 per cent. of the issued share capital of the Company as at the date of the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue were 1,116,231,503 Shares. On the basis of such figures (and assuming no new Shares will be issued and no Shares will be repurchased after the Latest Practicable Date and up to the date of passing such resolution), the Directors would be authorised to repurchase Shares of up to a limit of 111,623,150 Shares.

In addition, the Shareholders should note that the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company or an earlier date as referred to in paragraph (c) of the Resolution set out in Item 5(i) of the Notice of the Annual General Meeting.

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LETTER FROM THE BOARD

An ordinary resolution will also be proposed at the Annual General Meeting to authorise the extension of the general mandate to issue new Shares by adding to the mandate the number of Shares to be repurchased by the Company under the Repurchase Mandate in the terms set out in ordinary resolution no. 5(iii) of the Notice of Annual General Meeting.

An explanatory statement as required under Rule 13.08 of the GEM Listing Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix hereto.

5. 2007 ANNUAL REPORT AND ANNUAL GENERAL MEETING

A copy of the Annual Report of the Company for the year ended 31 March 2007 has been dispatched to Shareholders on 29 June 2007. A copy of the Notice of Annual General Meeting, to be held in Hong Kong at Meeting Room 8, 1/F, Building 9, Phase 1, No. 5 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong at 3:30 p.m. on 30 August 2007 is set out on pages 10 to 13.

The Ordinary Resolutions to approve the re-election of the Retiring Directors, the granting of the Repurchase Mandate and the Share Issue Mandate, and the refreshment of the Scheme Mandate Limit will be proposed at such meeting.

In accordance with the Company’s Articles of Association, resolutions proposed at the Annual General Meeting shall be decided on a show of hand unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• (a) by the Chairman; or

• (b) by at least 3 members present in person or by proxy and entitled to vote at the Annual General Meeting; or

• (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the Annual General Meeting.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at Units 111-113, 1st Floor, Building 9, Phase One, Hong Kong Science Park, Tai Po, Hong Kong as soon as possible and, in any event, so as to be received not less than 48 hours before the time appointed for the holding of the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the meeting if you so wish.

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LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any such statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

7. RECOMMENDATION

The Directors believe that approvals for the re-election of the Retiring Directors, for the granting of the Repurchase Mandate and the Share Issue Mandate, and for the refreshment of the Scheme Mandate Limit are in the best interests of the Company and the Shareholders and so recommend you to vote in favour of the Ordinary Resolutions at the Annual General Meeting. Shareholders should note that the Directors will exercise their voting rights in respect of all of their shareholdings (if any) in favour of the Ordinary Resolutions.

Yours faithfully, CHENG Kin Kwan

Chairman & Chief Executive Officer

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NOTICE OF ANNUAL GENERAL MEETING

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TIMELESS SOFTWARE LIMITED

(incorporated in Hong Kong with limited liability)

Stock Code: 8028

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Timeless Software Limited (the “Company”) will be held at Meeting Room 8, 1/F, Building 9, Phase 1,No. 5 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on Thursday, 30 August 2007, at 3:30 p.m. to consider and, if thought fit, pass the following ordinary and special resolutions of the Company:

AS ORDINARY RESOLUTIONS:

• (1) To receive and consider the audited financial statements together with the reports of the Directors and auditors for the year ended 31 March 2007;

• (2) To re-elect the following Directors of the Company :

• (i) Ms. Leung Mei Sheung Eliza;

• (ii) Ms. Zheng Ying Yu;

• (iii) Mr. Fung Chun Pong Louis; and

• (iv) Ms. Tsang Wai Chun Marianna.

• (3) To appoint auditors and to authorise the Directors to fix their remuneration;

• (4) As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, such number of fully paid shares of HK$0.05 each (“Shares”) of Timeless Software Limited (the “Company”) which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 28 April 2003 (the “Share Option Scheme”) and any other share option scheme of the Company, representing 10 per cent. of the issued share capital of the Company as at the day on which this resolution is passed, pursuant to Clause 10.2 of the Share Option Scheme:

• (i) approval be and is hereby granted for refreshing the 10 per cent. scheme mandate limit under the Share Option Scheme (the “Refreshed Scheme Mandate Limit”) provided

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NOTICE OF ANNUAL GENERAL MEETING

that the total number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the Refreshed Scheme Mandate Limit shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the day on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option scheme of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit); and

• (ii) the directors of the Company (the “Directors”) or a duly authorised committee thereof be and they are hereby authorised (a) at their absolute discretion, to grant options to subscribe for Shares within the Refreshed Scheme Mandate Limit in accordance with the terms of the Share Option Scheme, and (b) to allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate Limit.”

• (5) As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

• (i) “THAT

  • (a) the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as defined below) of all powers of Timeless Software Limited (the “Company”) to purchase shares of HK$0.05 each in the capital of the Company (“Shares”) be and is hereby generally and unconditionally approved;

  • (b) the respective aggregate amounts of shares which may be purchased on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to paragraph (a) of this Resolution during the Relevant Period shall be no more than 10 per cent. of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this Resolution;

  • (c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (A) the conclusion of the next annual general meeting of the Company;

• (B) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

  - (C) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.

• (ii) “THAT

• (a) subject to the limitation mentioned in paragraph (c) of this Resolution, the exercise by the directors (the “Directors”) of Timeless Software Limited (the “Company”) during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (A) a Rights Issue, (B) the exercise of options granted under any share option scheme adopted by the Company from time to time and (C) any scrip dividend or similar scheme, shall not exceed the aggregate of (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus (ii) (if the Directors are so authorised by separate ordinary resolution of the Company) the nominal amount of share capital repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution) and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (A) the conclusion of the next annual general meeting of the Company;

• (B) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (C) the revocation or variation of the authority given by this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Company or by the Directors to holders of shares on the register on a fixed

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NOTICE OF ANNUAL GENERAL MEETING

record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• (iii) “THAT the directors (the “Directors”) of Timeless Software Limited (the “Company”) be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the Resolution set out as Resolution 5(ii) in the Notice of this Meeting in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such Resolution.”

By Order of the Board CHENG Kin Kwan Chairman & Chief Executive Officer

Hong Kong, 2 August 2007

Registered Office:

Units 111-113, 1st Floor, Building 9, Phase One, Hong Kong Science Park, Tai Po, Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice may appoint one or more proxies to attend the meeting and vote on a poll instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the registered office of the Company in Units 111-113, 1st Floor, Building 9, Phase One, Hong Kong Science Park, Tai Po, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting.

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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 13.08 of the GEM Listing Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10 per cent. of the issued share capital of the Company as at the date of approval for the Repurchase Mandate.

MAXIMUM NUMBER OF SHARES TO BE REPURCHASED

A maximum of 10 per cent. of the aggregate nominal amount of the issued share capital at the date of the proposed resolutions may be repurchased on the Stock Exchange. As at 25 July 2007, the Latest Practicable Date for determining such figure, the number of Shares in issue were 1,116,231,503 Shares. On the basis of such figures (and assuming no new Shares will be issued and no Shares will be repurchased after the Latest Practicable Date, and up to the date of passing such resolution), the Directors would be authorised to repurchase Shares up to a limit of 111,623,150 Shares.

REASONS FOR THE REPURCHASE MANDATE

The Directors have no present intention to repurchase any Shares. It is not possible to anticipate in advance those circumstances in which the Directors might consider it appropriate to repurchase Shares, but Shares would only be purchased in circumstances where the Directors consider that the purchase would be in the best interests of the Company and the Shareholders. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of net assets and/or earnings per Share.

SOURCE OF FUNDS

It is expected that the funds required for repurchases of Shares under the Repurchase Mandate would be derived from the capital paid up on the Shares being repurchased (if applicable) and from the distributable profits of the Company, which will be funds legally available for the purchase under Hong Kong law and in accordance with the Memorandum of Association and the Articles.

MATERIAL ADVERSE IMPACT

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements) in the event that authorised repurchases of Shares is carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates (as defined under the GEM Listing Rules) has any present intention, in the event that the repurchase mandate is granted by shareholders, to sell Shares to the Company.

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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT

No connected person of the Company (as defined in the GEM Listing Rules) has notified the Company that any such person has a present intention to sell any Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make purchases of Shares.

EFFECT OF TAKEOVER CODE

The Directors are not aware of any consequences which will arise under the Takeover Code as a result of any purchases made under the Repurchase Mandate.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Ordinary Resolution (5)(i), then (based on the present shareholdings as at the Latest Practicable Date) the shareholdings of Mr. Cheng Kin Kwan, Educational Information Technology (H.K.) Company Ltd. and Crimson Asia Capital Limited, L.P. would be increased from approximately 19.30 per cent., 9.68 per cent. and 9.42 per cent. to approximately 21.44 per cent., 10.76 per cent. and 10.47 per cent. respectively. In the opinion of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeover Code. However, the Directors have no present intention to exercise the repurchase of Shares to an extent that would result in such takeover obligations.

SHARE PRICES

During each of the 12 months preceding the Latest Practicable Date, the highest and lowest traded prices per Share on the Stock Exchange were as follows:

Year	Month	Highest	Lowest
		HK$	HK$
2006	July	0.1000	0.0760
	August	0.1000	0.0760
	September	0.0920	0.0700
	October	0.0880	0.0660
	November	0.1180	0.0750
	December	0.1300	0.0920
2007	January	0.1350	0.1050
	February	0.1390	0.1000
	March	0.1370	0.1080
	April	0.2100	0.1220
	May	0.3300	0.1800
	June	0.3600	0.2460
	July (up to 25 July 2007)	0.3050	0.2300

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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT

SHARES PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months prior to the date of this document.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and in accordance with the regulations set out in the Memorandum of Association and Articles of the Company.

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APPENDIX II

BIOGRAPHIES OF RETIRING DIRECTORS

Ms. Leung Mei Sheung Eliza, aged 42, is the Administration Director of the Group and is responsible for the overall administrative management of the Group. Ms. Leung joined the Group in June 1996. She has over 21 years of experience in office administration and accounting in the field of information technology. Ms. Leung did not hold other position with other members of the Group. Ms. Leung has entered into a service contract with the Company when she was appointed executive director in August 2000, which will continue until terminated by either party giving to the other party not less than three months’ notice in writing. For the year ended 31 March 2007, Ms. Leung’s total emoluments, comprising salaries and other benefits, retirement benefits scheme contributions and share-based payments, was HK$935,000. At the Latest Practicable Date, Ms. Leung was interested within the meaning of Part XV of the Securities and Futures Ordinance in 4,170,000 ordinary shares of the Company, and in 24,730,000 share options and underlying shares. Ms. Leung is not related to any directors, senior management, management shareholders, substantial shareholders, or controlling shareholders of the Company and she did not hold any directorship in other listed companies in the last three years. Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.

Ms. Zheng Ying Yu, aged 33, is the Chief Representative of the Group’s subsidiary in Guangzhou, responsible for market promotion, business development and the overall operation of the Guangzhou office. She joined the Group in 1998 and has eleven years experience in the industry of information. Ms Zheng holds a Bachelor of Science degree in Computer Science from ZhongShan University. Ms. Zheng did not hold other position with other members of the Group. Ms. Zheng has entered into a service contract with the Company when she was appointed executive director in August 2002, which will continue until terminated by either party giving to the other party not less than three months’ notice in writing. For the year ended 31 March 2007, Ms. Zheng’s total emoluments, comprising salaries and other benefits, and share-based payments, was HK$208,000. As at the Latest Practicable Date, Ms. Zheng was interested within the meaning of Part XV of the Securities and Futures Ordinance in 4,900,000 ordinary shares of the Company, and in 8,550,000 share options and underlying shares. Ms. Zheng is not related to any directors, senior management, management shareholders, substantial shareholders, or controlling shareholders of the Company and she did not hold any directorship in other listed companies in the last three years. Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.

Mr . Fung Chun Pong Louis, aged 54, is the Head of Operations, Hong Kong and is responsible for the overall operations of the Hong Kong region. Mr. Fung joined the Group in October 1998. He has over 29 years of experience in the industry of information technology and specialises in financial systems. Mr. Fung does not hold other position with other members of the Group. Mr. Fung has entered into a service contract with the Company upon his appointment in October 2005, which will continue until terminated by either party giving to the other party not less than three months’ notice in writing. For the year ended 31 March 2007, Mr. Fung’s total emoluments, comprising salaries and other benefits, retirement benefits scheme contributions and share-based payments, was HK$459,000 . As at the Latest Practicable Date, Mr. Fung is interested within the meaning of Part XV of the Securities and Futures Ordinance in 2,688,000 ordinary shares of the Company, and in 3,900,000share options

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APPENDIX II

BIOGRAPHIES OF RETIRING DIRECTORS

and underlying shares. Mr. Fung is not related to any directors, senior management, management shareholders, substantial shareholders, or controlling shareholders of the Company and he did not hold any directorship in other listed companies in the last three years. Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders of the Company.

Ms. Tsang Wai Chun Marianna, aged 52 and appointed as an independent non-executive Director in October 2003, is a director of Chan & Wat, Certified Public Accountants. She is a member of the Institute of Chartered Secretaries and Administrators, the Hong Kong Institute of Company Secretaries and the Association of Professionals in Business Management. Ms. Tsang has over 20 years of company secretarial, corporate affairs, and related legal working experience in major commercial corporations and in professional firms. She has an MBA and a postgraduate certificate in Advanced Taxation. Ms. Tsang’s appointment as an independent non-executive Director is for a term of one year. For the year ended 31 March 2007, Ms. Tsang’s total emoluments, comprising director’s fee and share based payments, was HK$226,000. As at the Latest Practicable Date, Ms. Tsang is not interested in any ordinary shares but is interested in 3,500,000 share options and underlying shares, of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Ms. Tsang is not related to any directors, senior management, management shareholders, substantial shareholders, or controlling shareholders of the Company. Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the GEM Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.

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