THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kingdee International Software Group Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission.

KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

金 蝶 國 際 軟 件 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 268)

GENERAL MANDATES FOR THE ISSUE AND REPURCHASE

BY THE COMPANY OF ITS OWN SECURITIES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF AGM

A notice convening the AGM to be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, High-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC on Friday, 21 May 2021 at 9:30 a.m. is set out in this circular on pages 17 to 21. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon as soon as possible to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment if you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please see pages 1-2 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus at the AGM, including:

  • compulsory temperature checks and health declarations
  • wearing of surgical face masks
  • no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company encourages attendees to wear face masks and reminds the Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

20 April 2021

CONTENTS

Pages

PRECAUTIONARY MEASURES FOR THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES . . . . . . . . . . . . . . .

6

RE-ELECTIONOF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

APPENDIX II - RE-ELECTIONOF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

- i -

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect the Shareholders, staff and other stakeholders from the risk of infection:

  1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.3 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
  2. all Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had not physical contact with any person who has recently travelled to, any affected countries or areas at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue;
  3. the Company requires attendees to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats; and
  4. no refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is enclosed with this circular for the Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Announcement & Circulars" section of the Company's website at https://ir.kingdee.com/en/Announcements-Circulars. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

PRECAUTIONARY MEASURES FOR THE AGM

If the Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via the following:

Investor Relations Contact Information

Address:

Kingdee Software Park, No. 2 Kejinan 12 Road, South District, High-Tech Industrial Park,

Nanshan District, Shenzhen

Kingdee Software Park, 88 Chenhui Road, Pudong New Area, Shanghai

Email:

Summer Gan, summer_gan@kingdee.com

Yoriko Huang, yanni_huang@kingdee.com

Rex Wu, rex_wu@kingdee.com

If you have any questions relating to the AGM, please contact the Company's branch share registrar and transfer office in Hong Kong via the following:

Computershare Hong Kong Investor Services Limited

Address:

1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong

E-mail: hkinfo@computershare.com.hk

Telephone: + 852 2862 8555

Fax:

+ 852 2865 0990

- 2 -

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be held at Kingdee

Software Park, No. 2 Kejinan 12 Road, South District, High-Tech

Industrial Park, Nanshan District, Shenzhen, Guangdong Province,

the PRC on Friday, 21 May 2021 at 9:30 a.m.

"AGM Notice"

the notice convening the AGM

"Articles of Association"

the articles of association of the Company

"associate(s)"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"Company"

Kingdee International Software Group Company Limited, a

company incorporated in the Cayman Islands with limited liability

and the Shares of which are listed on the main board of the Stock

Exchange

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

director(s) of the Company

"Group"

the Company and its subsidiaries

"HK$" or "HKD"

Hong Kong dollars, being the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"

13 April 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this

circular

"Listing Rules"

The Rules Governing the Listing of Securities on the Stock

Exchange

"PRC"

The People's Republic of China

- 3 -

DEFINITIONS

"Register of Members"

the principal or branch register of members of the Company

maintained in the Cayman Islands or Hong Kong, respectively

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

"Share(s)"

share(s) of HK$0.025 each in the share capital of the Company

"Shareholders"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Codes"

the Codes on Takeovers and Mergers and Share Buy-backs

- 4 -

LETTER FROM THE BOARD

KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

金 蝶 國 際 軟 件 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 268)

Executive Directors:

Registered Office:

Mr. Xu Shao Chun

Cricket Square, Hutchins Drive

Mr. Lin Bo

P.O. Box 2681

Grand Cayman KY1-1111

Non-executive Directors:

Cayman Islands

Ms. Dong Ming Zhu

Mr. Zhou Bo Wen

Head Office and Principal Place of

Business in the PRC:

Independent Non-executive Directors:

Kingdee Software Park

Mr. Gary Clark Biddle

No. 2 Kejinan 12 Road

Mr. Ni Zheng Dong

South District

Mr. Liu Chia Yung

High-Tech Industrial Park

Nanshan District

Shenzhen, Guangdong Province

PRC

Principal Place of Business in Hong Kong:

9/F, York House, The Landmark

15 Queen's Road

Central

Hong Kong

20 April 2021

To the Shareholders

Dear Sirs or Madams,

GENERAL MANDATES FOR THE ISSUE AND REPURCHASE BY THE

COMPANY OF ITS OWN SECURITIES; AND

RE-ELECTION OF DIRECTORS

- 5 -

LETTER FROM THE BOARD

INTRODUCTION

At the AGM, the Shareholders will be asked to consider and approve: (i) the grant of general mandates to the Directors for the issue and repurchase of the securities of the Company up to 20% and 10%, respectively of the total number of Shares in issue as at the date of passing such resolutions, and the extension of the general mandate to the Directors to issue securities to include the total number of Shares repurchased under the repurchase mandate; and (ii) the re-election of Directors who are due to retire at the AGM and are eligible and willing to offer themselves to be re-elected.

The purpose of this circular is to provide you with details regarding each of the matters referred to above, to set out information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

At the annual general meeting of the Company convened on 12 May 2020, ordinary resolutions were passed for the grant of general mandates authorizing the Directors (i) to allot, issue and deal with the Shares not exceeding 20% of the total number of Shares in issue as at that date ("Issue Mandate"), and (ii) to repurchase the Shares on the Stock Exchange ("Repurchase Mandate") not exceeding 10% of the total number of Shares in issue as at that date. The Issue Mandate and the Repurchase Mandate will expire at the conclusion of the AGM.

New general mandates to allot, issue and deal with the securities of the Company up to 20% ("Proposed Issue Mandate") and to repurchase securities up to 10% ("Proposed Repurchase Mandate"), respectively of the total number of Shares in issue as at the date of passing Resolutions 5(A) and 5(B) of the AGM Notice will be proposed at the AGM. A resolution authorizing the extension of the Proposed Issue Mandate ("Proposed Extension Mandate") to include the total number of Shares (if any) repurchased under the Proposed Repurchase Mandate (provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution) will be proposed at the AGM.

With regard to the proposed new general mandates, the Directors wish to state that they had no immediate plans to issue or repurchase any securities of the Company pursuant to the relevant mandates as at the Latest Practicable Date.

As at the Latest Practicable Date, the Company had 3,469,410,071 Shares in issue. Subject to the passing of the ordinary resolution approving the Proposed Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the exercise of the Proposed Issue Mandate in full would enable the Company to issue a maximum of 693,882,014 Shares. The grant of the Proposed Issue Mandate will provide the Directors with flexibility to issue Shares when it is in the interest of the Company to do so.

- 6 -

LETTER FROM THE BOARD

Subject to the passing of the ordinary resolution approving the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the exercise of the Proposed Repurchase Mandate in full would enable the Company to repurchase a maximum of 364,941,007 Shares.

Subject to the passing of the relevant ordinary resolutions at the AGM, the Proposed Issue Mandate and the Proposed Repurchase Mandate will continue to be in force until, the earlier of:

  1. the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time the Proposed Issue Mandate and the Proposed Repurchase Mandate shall lapse unless, by ordinary resolution passed at that meeting, the Proposed Issue Mandate and the Proposed Repurchase Mandate are renewed, either conditionally or subject to conditions; or
  2. the revocation or variation of the authority given under Resolutions 5(A) and 5(B) as set out in the AGM Notice by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Proposed Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of seven Directors, namely Mr. Xu Shao Chun, Mr. Lin Bo, Ms. Dong Ming Zhu, Mr. Zhou Bo Wen, Mr. Gary Clark Biddle, Mr. Ni Zheng Dong and Mr. Liu Chia Yung.

According to Article 116 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office by rotation such that each Director (including those appointed for a specific term) will be subject to retirement by rotation at least once every three years at the annual general meetings. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. A retiring Director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election thereat.

The nomination committee of the Company (the "Nomination Committee"), having reviewed the Board's composition, and noted that, pursuant to Article 116 of the Articles of Association and the prevailing nomination policy of the Company (the "Nomination Policy"), Mr. Xu Shao Chun, Ms. Dong Ming Zhu and Mr. Zhou Bo Wen are eligible for re-election, nominated Mr. Xu Shao Chun, Ms. Dong Ming Zhu and Mr. Zhou Bo Wen to the Board for it to recommend to Shareholders for re-election at the

- 7 -

LETTER FROM THE BOARD

AGM. Additionally, Mr. Ni Zheng Dong who was appointed as an independent non-executive Director on 4 January 2021 shall hold office only until the AGM and shall also be eligible for re-election at the AGM. Mr. Xu Shao Chun, who is a member of the Nomination Committee, abstained from voting on the nomination when he was being considered. The nomination was made in accordance with the Nomination Policy and took into account the diversity aspects (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company (the "Board Diversity Policy").

The Nomination Committee also took into account Ms. Dong Ming Zhu, Mr. Zhou Bo Wen and Mr. Ni Zheng Dong's vast experience in the strategic and business management and their contributions to the Board.

The Board accepted the nomination from the Nomination Committee and recommended Mr. Xu Shao Chun, Ms. Dong Ming Zhu, Mr. Zhou Bo Wen and Mr. Ni Zheng Dong to stand for re-election by Shareholders at the AGM. The Board considers that the re-election of each of Mr. Xu Shao Chun, Ms. Dong Ming Zhu, Mr. Zhou Bo Wen and Mr. Ni Zheng Dong as a Director is in the best interest of the Company and the Shareholders as a whole. Each of Mr. Xu Shao Chun, Ms. Dong Ming Zhu, Mr. Zhou Bo Wen and Mr. Ni Zheng Dong has indicated his/her willingness to offer him/herself for re-election at the AGM and abstained from the discussion and voting at the Board meeting regarding his/her re-election.

Brief biographical details of the retiring Directors for re-election are set out in Appendix II to this circular.

Further information about the Board's composition and diversity (including Directors' gender, age, length of services and skill matrix), Directors' attendance record at Board/committee meetings, and the number of other public companies directorships held by Directors are disclosed in the Corporate Governance Report of the 2020 Annual Report of the Company.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the publication of the AGM Notice in accordance with Article 120 of the Articles of Association, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

AGM

The AGM will be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC, on Friday, 21 May 2021 at 9:30 a.m. The AGM Notice is set out on pages 17 to 21 of this circular.

- 8 -

LETTER FROM THE BOARD

For the purpose to determine the list of Shareholders who are entitled to attend and vote at the Meeting, the Register of Members will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive), during which period no transfer of Shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712- 1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 14 May 2021.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter (as defined in the Note to Rule 13.39(4) of the Listing Rules) to be voted on by a show of hands.

RECOMMENDATION

The Directors believe that the grant of the Proposed Issue Mandate, the Proposed Repurchase Mandate, the Proposed Extension Mandate and the re-election of Directors are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favor of these resolutions to be proposed at the AGM.

Yours faithfully,

On behalf of the Board

Xu Shao Chun

Chairman

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

This Appendix contains information required under Rule 10.06(1) (b) of the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in connection with the Proposed Repurchase Mandate.

  1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
    The Listing Rules provide that all repurchases of shares by a company with its primary listing on the Stock Exchange must be approved in advance by way of an ordinary resolution, either of a specific approval of a particular transaction or of a general mandate to the directors of the company to make such repurchases.
  2. SHARE CAPITAL
    As at the Latest Practicable Date, the total number of Shares in issue was 3,469,410,071. Subject to the passing of the ordinary resolution approving the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the exercise of the Proposed Issue Mandate in full would enable the Company to repurchase a maximum of 346,941,007 Shares, representing 10% of total number of Shares in issue as at the date of passing the resolution, during the period from the date of the passing of the resolution to the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting ("Proposed Repurchase Period").
  3. REASONS FOR THE REPURCHASE
    The Directors believe that the Proposed Repurchase Mandate is in the best interests of the Company and the Shareholders. An exercise of the Proposed Repurchase Mandate (if approved in the AGM) may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings of the Company per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
  4. SOURCE OF FUNDS
    Repurchases of Shares made pursuant to the Proposed Repurchase Mandate must be made out of funds which are legally available for such purpose in accordance with the memorandum and Articles of Association of the Company, the Listing Rules and the applicable laws of the Cayman Islands.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the financial year ended 31 December 2020) in the event that the Proposed Repurchase Mandate was to be exercised in full at any time during the Proposed Repurchase Period. However, the Directors do not propose to exercise the Proposed Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company. The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.

5. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 calendar months prior to and including the Latest Practicable Date:

Price per Share

Highest

Lowest

HK$

HK$

April 2020

12.62

9.75

May 2020

14.40

10.72

June 2020

18.34

13.56

July 2020

22.60

17.06

August 2020

22.85

17.82

September 2020

20.70

17.02

October 2020

24.50

19.78

November 2020

27.80

20.00

December 2020

31.65

24.00

January 2021

35.25

26.80

February 2021

39.50

27.10

March 2021

30.10

23.10

April 2021 (up to the Latest Practicable Date)

26.20

23.00

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the Proposed Repurchase Mandate in accordance with the Listing Rules, the memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

  1. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
    None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved by the Shareholders.
    No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the Company is authorized to make repurchases of the Shares.
  2. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
    If as a result of a repurchase of Shares pursuant to the Proposed Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
    As at the Latest Practicable Date, Mr. Xu Shao Chun and parties acting in concert with him were interested in an aggregate of 703,583,384 Shares, representing approximately 20.28% of the total number of Shares in issue and 22.53% of the total number of Shares in issue if the Proposed Repurchase Mandate is exercised in full. To the best of the knowledge and belief of the Directors, an exercise of the Proposed Repurchase Mandate in full will not result in Mr. Xu Shao Chun and parties acting in concert with him becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors also have no present intention to exercise the Proposed Repurchase Mandate to such an extent that would result in the amount of Shares held by the public being reduced to less than 25% of the total number of Shares in issue.
  3. SHARE REPURCHASE MADE BY THE COMPANY
    No repurchase of Shares had been made by the Company on the Stock Exchange or otherwise during the six months immediately preceding the Latest Practicable Date.

- 12 -

APPENDIX II

RE-ELECTION OF DIRECTORS

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

The brief biographical details of the Directors eligible for re-election at the AGM are set out below in alphabetical order.

DONG Ming Zhu (董明珠 ), aged 66, is a non-executive Director who joined the Company in 2012. Ms. DONG obtained a Master Degree of Business Administration from the Zhongnan University of Economics and Law. She is now the chairman of the board and President of Gree Electric Appliances, Inc. of Zhuhai Co., Ltd. (stock code SZ000651), a company listed on the Shenzhen Stock Exchange. Ms. DONG had been awarded the "National May Day Labor Prize", and had been elected as a member of each of the 10th, 11th, 12th and 13th National People's Congress, a member of the Standing Committee of the China National Democratic Construction Association, and a member of the 10th, 11th and 12th Executive Committee of All-China Women's Federation. Ms. DONG has solid experience in marketing and management of household appliances, and the Regional Sales Model that she developed has been commended as an "Excellent Achievement of Modernizing Enterprises' Management of Guangdong Province". Ms. DONG has been dedicated to creating local Chinese brands and was granted the "Innovation Award of CCTV's China's Economic Figures of the Year 2010" and "CCTV's China's Economic Figures of the Year 2013".

Save as disclosed above, as at the Latest Practicable Date, (i) Ms. DONG did not hold any other positions in the Group, nor had she held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; and (ii) Ms. DONG did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Pursuant to the terms of a letter of appointment entered into between the Company and Ms. DONG, Ms. DONG serves as a non-executive Director for two years with effect from 13 March 2020 subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Ms. DONG is entitled to an annual Directors' remuneration of RMB150,000, subject to annual review by the Board on recommendations of the remuneration committee of the Company (the "Remuneration Committee"), by reference to market rates, the positions she holds in the Board committees and her duties and responsibilities within the Group and her experience. Ms. DONG is not entitled to any bonus in respect of her role as a Director.

As at the Latest Practicable Date, Ms. DONG held options to subscribe for 400,000 Shares, representing approximately 0.01% of the total number of Shares in issue.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Ms. DONG as a Director nor is there any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

- 13 -

APPENDIX II

RE-ELECTION OF DIRECTORS

Mr. Ni Zheng Dong (倪正東), aged 46, is an independent non-executive Director who joined the Company in 2021. Mr. NI obtained a bachelor's degree in engineering mechanics from Hunan University in 1996, and a master's degree in engineering mechanics from Tsinghua University in 2000. He also graduated from a business administration PhD programme from Tsinghua University in 2007. Mr. NI has been the chief executive officer, executive director and chairman of the board of Zero2IPO Holdings Inc., a company listed on the Stock Exchange (stock code: 1945) ("Zero2IPO") since August 2020, and is primarily responsible for the overall management of the business, strategy and corporate development of Zero2IPO and its subsidiaries. Mr. NI started the business of Zero2IPO in 2001 and has over 20 years of experience in the equity investment service industry. In addition, Mr. NI currently serves as the chair of the Limited Partners Association of China and as the secretary general of China Angel Investment Association. Mr. NI has been an independent director of Talkweb Information System Inc., a company listed on the Shenzhen Stock Exchange (stock code: 002261) since September 2017. Mr. NI had also been an independent director of iKang Healthcare Group, Inc., a company previously listed on NASDAQ (symbol: KANG), from March 2015 to January 2020, and a director of Beijing Sanfo Outdoor Products Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 002780), from June 2011 to June 2017.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. NI did not hold any other positions in the Group, nor had he held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; and (ii) Mr. NI did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Pursuant to the terms of a letter of appointment entered into between the Company and Mr. NI, Mr. NI serves as an independent non-executive Director for two years with effect from 4 January 2021 subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. NI is entitled to an annual Directors' remuneration of RMB150,000, subject to annual review by the Board on recommendations of the Remuneration Committee, by reference to market rates, the positions he holds in the Board committees and his duties and responsibilities within the Group and his experience. Mr. NI is not entitled to any bonus in respect of his role as a Director.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. NI as a Director nor is there any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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APPENDIX II

RE-ELECTION OF DIRECTORS

XU Shao Chun (徐少春), aged 57, is the founder of the Group, chairman of the Board, chief executive officer and the Government Special Allowance Expert awarded by the State Council. Mr. XU graduated from the Southeast University in Computer Science and obtained a Master of Accounting from the Research Institute for Fiscal Science, Ministry of Finance (now known as the Chinese Academy of Fiscal Sciences) and an Executive Master of Business Administration (EMBA) from China Europe International Business School. Mr. XU is a member of the Accounting and Information Technology Commission of the Ministry of Finance. He has served as a member of each of the Ninth and Tenth Central Committee of China Democratic National Construction Association, a director of the China Siyuan Foundation for Poverty Alleviation, the vice president of the China Software Industry Association, and the vice president of Shenzhen Private Entrepreneurs Chamber of Commerce, and the vice president of Shenzhen Young Scientific and Technological Workers Association. Mr. XU has been an independent non-executive director of Zero2IPO since December 2020. By virtue of the profound understanding of the corporate strategy and operation management, the forward-looking technology sensitivity and keen insight on the development trend of the global software industry, Mr. XU has been actively promoting the objective of "Enable the Chinese management model to rise in the world", and is committed to leading the Group to become the world's leading service provider of management and IT integrated solutions. Owing to his outstanding achievements in implementation of this undertaking, Mr. XU was awarded frequently. He has been awarded "World Indigenous Entrepreneur Award of the United Nations", "China Outstanding Youth Science and Technology Innovation Award", "10 Outstanding Youths of China's Software", "10 Outstanding Entrepreneur Award", "Outstanding Leader of China's Information Industry", "30 Effective People who Contributed to the Success of Shenzhen's 3 Decades of Reform and Opening", "Meritorious Shenzhen Business Leaders who Contributed to the Success of Shenzhen's 4 Decades of Reform and Opening" and "Shenzhen Science and Technology Innovation Mayor's Award".

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. XU did not hold any other positions in the Group, nor had she held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; and (ii) Mr. XU did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Pursuant to the terms of a service agreement entered into between the Company and Mr. XU, Mr. XU serves as an executive Director for two years with effect from 1 January 2021 subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. XU's ordinary remuneration is fixed from time to time in accordance with the Articles of Association by the Shareholders at the Company's general meetings and his current remuneration is RMB150,000, subject to annual review by the Board on recommendations of the Remuneration Committee, by reference to market rates, the positions he holds in the Board committees and his duties and responsibilities within the Group and his experience. Mr. XU is not entitled to any bonus in respect of his role as a Director.

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APPENDIX II

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, Mr. XU, together with Easy Key Holdings Limited (a company wholly owned by Mr. XU) was interested in 703,583,384 Shares, in aggregate representing approximately 20.28% of the total number of Shares in issue.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. XU as a Director nor is there any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. ZHOU Bo Wen (周伯文), aged 46, is a non-executive Director who joined the Company in 2020. Mr. ZHOU received a Ph.D. in Electrical & Computer Engineering from the University of Colorado Boulder, the United States of America and a bachelor's degree from the University of Science & Technology of China. Mr. ZHOU serves as Chair of JD Technology Committee and President of JD Cloud & AI, a group which integrates the charter and responsibilities of three major former business departments under JD.com, Cloud, AI and IoT. Mr. ZHOU is a fellow of the Institute of Electrical and Electronic Engineers (abbreviated as IEEE) and an expert member of the National New Generation Artificial Intelligence Development Research Center. Mr. ZHOU formerly was also a director of the AI Foundations Lab at International Business Machines Corporation ("IBM") Research in New York and the chief scientist of the IBM Watson Group. Mr. ZHOU has decades of experience in natural language processing technology, machine learning and artificial intelligence.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. ZHOU did not hold any other positions in the Group, nor had he held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; and (ii) Mr. ZHOU did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Pursuant to the terms of a letter of appointment entered into between the Company and Mr. ZHOU, Mr. ZHOU serves as a non-executive Director for two years with effect from 18 March 2020, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. ZHOU is entitled to an annual Directors' remuneration of HKD200,000, subject to annual review by the Board on recommendations of the Remuneration Committee, by reference to market rates, the positions he holds in the Board committees and his duties and responsibilities within the Group and his experience. Mr. ZHOU is not entitled to any bonus in respect of his role as a Director.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. ZHOU as a Director nor is there any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

金 蝶 國 際 軟 件 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 268)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Kingdee International Software Group Company Limited (the "Company") will be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, High-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, The People's Republic of China (the "P.R.C.") on Friday, 21 May 2021 at 9:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To receive and adopt the audited consolidated accounts, the report of the directors of the Company (the "Directors") and the report of the auditors of the Company for the year ended 31 December 2020;
  2. (A) To re-elect Mr. Xu Shao Chun as an executive Director;
    1. To re-elect Ms. Dong Ming Zhu as a non-executive Director;
    2. To re-elect Mr. Zhou Bo Wen as a non-executive Director;
    3. To re-elect Mr. Ni Zheng Dong as an independent non-executive Director;
  3. To authorize the board of Directors (the "Board") to fix the remuneration of the Directors;
  4. To consider and approve the re-appointment of PricewaterhouseCoopers, the retiring auditors of the Company, as the auditors of the Company and to authorize the Board to fix their remuneration; and

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, to pass, with or without amendments, the following resolution No. 5 as ordinary resolutions of the Company:

  1. "THAT
    1. subject to sub-paragraph (iii) of this resolution, pursuant to The Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares and to make, issue or grant offers, agreements, options (including bonds, warrants and securities or debentures convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;
    2. the approval in sub-paragraph (i) of this resolution shall authorize the Directors during the Relevant Period to make, issue or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;
    3. the total number of Shares allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval in sub-paragraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as defined below); (b) the exercise of warrants to subscribe for Shares or any securities which are convertible into Shares or the exercise of options granted under any share option schemes adopted by the Company; or (c) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution and this approval shall be limited accordingly; and
    4. for the purpose of this resolution:
      "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

  1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
  2. the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting of the Company.

"Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to overseas shareholders or fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company)."

  1. "THAT
    1. subject to sub-paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
    2. the total number of Shares which the Company is authorized to repurchase pursuant to the approval in sub-paragraph (i) above shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and this approval shall be limited accordingly; and
    3. for the purpose of this resolution:
      "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

    1. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting of the Company."
  1. "THAT conditional upon ordinary resolutions No. 5(A) and 5(B) above being passed, the total number of Shares which are repurchased by the Company under the authority granted to the Directors pursuant to ordinary resolution No. 5(B) above shall be added to the total number of Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to ordinary resolution No. 5(A) above."

By order of the Board

KINGDEE INTERNATIONAL SOFTWARE

GROUP COMPANY LIMITED

Xu Shao Chun

Chairman

Shenzhen, the P.R.C., 20 April 2021

Registered Office:

Principal Place of Business in the P.R.C.:

Cricket Square, Hutchins Drive

Kingdee Software Park

P.O. Box 2681

No. 2 Kejinan 12 Road South District

Grand Cayman KY1-1111

High-Tech Industrial Park

Cayman Islands

Nanshan District

Shenzhen, Guangdong Province

The P.R.C.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. A Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder.
  2. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such power or authority), must be delivered to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. If the proxy form so delivered is returned without an indication on how to vote, the proxy will have full discretion on whether or not he/she votes and if so how.
  3. Delivery of an instrument appointing a proxy should not preclude a Shareholder 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. For the purpose to determine the list of Shareholders who are entitled to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive), during which period no transfer of Shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17/ F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 14 May 2021.
  5. If Shareholders have any particular access request or special needs for participating in the above meeting, please contact the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited (telephone: +852 2862 8637).

As at the date of this notice, the Board comprises Mr. Xu Shao Chun (Chairman of the Board and Chief Executive Officer) and Mr. Lin Bo (Chief Financial Officer) as executive Directors; Ms. Dong Ming Zhu and Mr. Zhou Bo Wen as non-executive Directors and Mr. Gary Clark Biddle, Mr. Ni Zheng Dong and Mr. Liu Chia Yung as independent non-executive Directors.

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Kingdee International Software Group Co. Ltd. published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 09:42:04 UTC.