THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sinosoft Technology Group Limited (the "Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

SINOSOFT TECHNOLOGY GROUP LIMITED

中國擎天軟件科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1297)

GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "Annual General Meeting") of the Company to be held at No. 26 Tianpu Road, Jiangpu Street, Pukou District, Nanjing City, Jiangsu, the People's Republic of China on Wednesday, 26 May 2021 at 11:00 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). If you intend to appoint proxy(ies) to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. 11:00 a.m. on Monday, 24 May 2021) or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting if you so wish.

23 April 2021

CONTENTS

Page

Definitions...................................................................................................................

1

Letter from the Board of Directors

Introduction.........................................................................................................

3

General mandates to issue and to buy back Shares...............................................

4

Re-election of retiring Directors..........................................................................

5

Final Dividend.....................................................................................................

5

Annual General Meeting......................................................................................

6

Closure of register of members............................................................................

6

Responsibility statement......................................................................................

7

Recommendation.................................................................................................

7

Appendix I - Explanatory Statement on the Shares Buy-back Mandate.......

8

Appendix II - Details of the Directors proposed to be re-elected

at the Annual General Meeting..............................................

11

Notice of Annual General Meeting.............................................................................

13

- i -

DEFINITIONS

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

"Annual General Meeting"

the annual general meeting of the Company to be held

at No. 26 Tianpu Road, Jiangpu Street, Pukou District,

Nanjing City, Jiangsu, the People's Republic of China on

Wednesday, 26 May 2021 at 11:00 a.m. or any adjournment

thereof, the notice of which is set out on pages 13 to 17 of

this circular

"Articles of Association"

the articles of association of the Company adopted on 11

June 2013 and effective on 9 July 2013 and as amended

from time to time

"Board"

the board of Directors

"Cayman Companies Law"

t h e C o m p a n i e s L a w , C a p . 2 2 ( L a w 3 o f 1 9 6 1 , a s

consolidated and revised) of the Cayman Islands

"Company"

S i n o s o f t T e c h n o l o g y G r o u p L i m i t e d , a c o m p a n y

incorporated in the Cayman Islands on 6 January 2011 as an

exempted company with limited liability, whose Shares are

listed on the main board of the Stock Exchange

"Director(s)"

the director(s) of the Company

"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

"Latest Practicable Date"

21 April 2021, being the latest practicable date prior to

the printing of this circular for the purpose of ascertaining

certain information contained in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

"Nanjing Skytech"

Nanjing Skytech Co., Limited, a subsidiary of the Company

"RMB"

Renminbi, the lawful currency of the People's Republic of

China

- 1 -

DEFINITIONS

"SFO"

the Securities and Futures Ordinance of Hong Kong,

(Chapter 571 of the Laws of Hong Kong) as amended,

supplemented or otherwise modified from time to time

"Share(s)"

ordinary share(s) of HK$0.01 each of the Company

"Shares Buy-back Mandate"

a general and unconditional mandate to be granted to the

Directors to exercise the power of the Company to buy back

Shares up to a maximum of 10% of the total number of

Shares of the Company in issue as at the date of passing the

relevant resolution granting such mandate

"Shares Issue Mandate"

a general and unconditional mandate to be granted to the

Directors to allot, issue and deal with Shares with a total

number not exceeding 20% of the total number of the Shares

of the Company in issue as at the date of passing of the

relevant resolution granting such mandate

"Shareholder(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Codes on Takeovers and Mergers and Share Buy-backs

issued by the Securities and Futures Commission in Hong

Kong, as amended from time to time

"%"

per cent

- 2 -

Letter from the Board of Directors

SINOSOFT TECHNOLOGY GROUP LIMITED

中國擎天軟件科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1297)

Executive Directors:

Registered office:

Ms. Xin Yingmei (Chairlady)

Cricket Square

Mr. Su Hui

Hutchins Drive

Non-executive Director:

P.O. Box 2681

Grand Cayman KY1-1111

Mr. Ren Geng

Cayman Islands

Independent non-executive Directors:

Principal place of business

Mr. Kang Choon Kiat

in Hong Kong:

Mr. Kwauk Teh Ming, Walter

40th Floor, Dah Sing

Mr. Zong Ping

Financial Centre,

No. 248 Queen's Road East,

Wanchai

Hong Kong

23 April 2021

To the Shareholders

Dear Sir or Madam

GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the information in respect of the resolutions to be proposed at the Annual General Meeting including (i) the grant to the Directors the Shares Issue Mandate and the Shares Buy- back Mandate; (ii) the extension of the Shares Issue Mandate to include Shares bought back pursuant to the Shares Buy-back Mandate; (iii) the re-election of the retiring Directors; and (iv) declaration of final dividend.

- 3 -

Letter from the Board of Directors

GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

At the annual general meeting held on 16 June 2020, resolutions were passed by the Shareholders giving general mandates to the Directors (i) to allot, issue and deal with Shares with a total number not exceeding 20% of the total number of the Shares of the Company in issue as at the date of passing the resolution; (ii) to buy back Shares up to a maximum of 10% of the total number of the Shares of the Company in issue as at the date of passing the resolution; and (iii) to extend the general mandate of (i) above to include Shares bought back pursuant to the general mandate of (ii) above. Such general mandates will expire at the conclusion of the Annual General Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed:

  1. to grant the Shares Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares with a total number not exceeding 20% of the number of Shares of the Company in issue as at the date of passing the resolution. The Shares Issue Mandate will end on the earliest of the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association, or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 1,222,384,600 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or bought back or cancelled prior to the date of the Annual General Meeting, the Directors will be authorised to issue up to 244,476,920 Shares under the Shares Issue Mandate;
  2. to grant the Shares Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Shares Buy-back Mandate, the maximum number of Shares that the Company may buy back shall not exceed 10% of the total number of Shares of the Company in issue as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue is 1,222,384,600 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Shares Buy-back Mandate and assuming no further Shares are issued or bought back or cancelled prior to the Annual General Meeting, the Company would be allowed under the Shares Buy-back Mandate to buy back a maximum of 122,238,460 Shares, being 10% of the total number of Shares of the Company in issue as at the date of passing the resolution in relation thereto. The Shares Buy-back Mandate will end on the earliest of the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association, or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

- 4 -

Letter from the Board of Directors

  1. subject to the passing of the aforesaid ordinary resolutions approving the grant of the Shares Issue Mandate and the Shares Buy-back Mandate, to extend the number of Shares to be issued and allotted under the Shares Issue Mandate by an additional number representing such number of Shares bought back under the Shares Buy-back Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution approving the grant of the Shares Buy-back Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 84 of the Articles of Association, Mr. Kang Choon Kiat and Mr. Zong Ping will retire from office by rotation at the Annual General Meeting. In considering the re-election of Mr. Kang Choon Kiat and Mr. Zong Ping, with the recommendation from the nomination committee of the Board, the Board has reviewed the structure, size, composition and diversity of the Board from several aspects, including but not limited to the age, gender, nationality, length of service and the professional experience, skills and expertise of each of them. The Board believes that their respective education, background and experience allow them to provide valuable and relevant insights and contribute to the diversity of the Board. The Board also considers that during their tenure as Independent Non-executive Directors, they made constructive contributions to the Company's development, strategy and performance with their independent advice, remarks and understanding of the businesses of the Group. The Board believes that they will bring the Board valuable experience for fostering the best interests of the Company and the Shareholders. Both Mr. Kang Choon Kiat and Mr. Zong Ping are able to devote sufficient time and attention to perform the duties as Independent Non-executive Directors. They will contribute together with the other Independent Non-executive Director to ensure that the interests of all Shareholders are taken into account and that relevant issues are subject to objective and dispassionate consideration by the Board. The Company received their written confirmations on their independence in accordance with the Listing Rules. Therefore, the Board considers Mr. Kang Choon Kiat and Mr. Zong Ping to be independent and recommends each of them to be re-elected as an Independent Non-executive Director at the AGM.

The biographical details of the above Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

FINAL DIVIDEND

The Board recommends the payment of a final dividend of RMB 20.05 cents per Share for the year ended 31 December 2020. Based on 1,222,384,600 Shares in issue as at the Latest Practicable Date, the proposed final dividend amounts to approximately RMB 245,088,112.

- 5 -

Letter from the Board of Directors

The final dividend will be payable in Hong Kong Dollars based on the average of the central parity rate of Renminbi against Hong Kong Dollars as quoted by the People's Bank of China for the 5 business days immediately preceding the date of Annual General Meeting. Subject to the approval by the Shareholders at the Annual General Meeting, the proposed final dividend is expected to be paid on Friday, 25 June 2021 to the Shareholders whose names are on the registers of members of the Company at the close of business on Tuesday, 1 June 2021.

ANNUAL GENERAL MEETING

Set out on pages 13 to 17 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve

  1. the grant to the Directors the Shares Issue Mandate and the Shares Buy-back Mandate; (ii) the extension of the Shares Issue Mandate to include Shares bought back pursuant to the Shares Buy-back Mandate; (iii) the re-election of the retiring Directors; and (iv) declaration of final dividend.

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). If you intend to appoint proxy(ies) to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. 11:00 a.m. on Monday, 24 May 2021) or not less than 48 hours before the time fixed for the holding of any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

All resolutions will be put to vote by way of poll at the Annual General Meeting pursuant to Rule 13.39 of the Listing Rules. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021, both days inclusive, during which period no Share transfers can be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of Shares should ensure that all Share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 20 May 2021.

- 6 -

Letter from the Board of Directors

For determining the entitlement to the proposed final dividend for the year ended 31 December 2020, the register of members of the Company will be closed from Wednesday, 2 June 2021 to Thursday, 3 June 2021, both days inclusive, during which period no Share transfers can be registered. In order to be qualified for the entitlement to the proposed final dividend upon the approval by the Shareholders at the Annual General Meeting, unregistered holders of Shares should ensure that all Share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 1 June 2021.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that (i) the granting of the Shares Issue Mandate and the Shares Buy-back Mandate to the Directors to issue and to buy back Shares; (ii) the extension of the Shares Issue Mandate to include Shares bought back pursuant to the Shares Buy-back Mandate;

  1. the re-election of the retiring Directors; and (iv) the declaration of final dividend are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

Sinosoft Technology Group Limited

Xin Yingmei

Chairlady

- 7 -

APPENDIX I

Explanatory Statement on

the Shares Buy-back Mandate

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Shares Buy-back Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules and other relevant provisions of the Listing Rules which is set out as follows:

1. SHARES IN ISSUE

As at the Latest Practicable Date, there was a total of 1,222,384,600 Shares in issue. Subject to the passing of the resolution granting the Shares Buy-back Mandate and on the basis that no further Shares are issued or bought back or cancelled during the period from the Latest Practicable Date to the date of the Annual General Meeting, the Company will be allowed under the Shares Buy-back Mandate to buy back a maximum of 122,238,460 Shares, being 10% of the total number of Shares of the Company in issue as at the date of the passing of the relevant resolution at the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors have no present intention to buy back any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2020 (as disclosed in its latest audited financial statements for the year ended 31 December 2020), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed buy-back were to be carried out in full during the proposed buy-back period. In the circumstances, the Directors do not propose to exercise the Shares Buy-back Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

3. FUNDING OF BUY-BACK

The Company is empowered by its memorandum of association and the Articles of Association to buy back its Shares. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Articles of Association and laws of the Cayman Islands. The laws of the Cayman Islands provide that payment for a share buy-back may only be made out of profits, share premium account or the proceeds of a new issue of Shares made for such purpose or subject to the Cayman Companies Law, out of capital of the Company. The amount of premium payable on buy-back of Shares may only be paid out of either or both of the profits or the share premium account of the Company or subject to the Cayman Companies Law, out of capital of the Company.

- 8 -

APPENDIX I

Explanatory Statement on

the Shares Buy-back Mandate

In addition, under the laws of the Cayman Islands, payment out of capital by a company for the purchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business. In accordance with the laws of the Cayman Islands, the shares so bought back would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Shares Buy-back Mandate is granted by the Shareholders.

No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/ it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Shares Buy-back Mandate is granted by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-backs pursuant to the Shares Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands.

6. EFFECT OF TAKEOVERS CODE

A buy-back of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge and belief of the Company and as recorded in the register required to be kept by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Ms. Xin Yingmei, the chairlady, executive Director and chief executive officer of the Company, together with Long Capital International Limited, a controlling Shareholder which is wholly owned by Ms. Xin Yingmei and Telewise Group Limited, a company which is wholly owned by Mr. Wang Xiaogang, the spouse of Ms. Xin Yingmei, were beneficially interested in 586,850,400 Shares, representing approximately 48.01% of the total number of Shares in issue as at the Latest Practicable Date. In the event that the Directors exercise in full the power to buy back the Shares pursuant to the Shares Buy-back Mandate which is proposed to be granted, the shareholding of Ms. Xin Yingmei and her associates would be increased to approximately 53.34% of the then total number of Shares of the Company in issue and such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. However, the Company has no intention to exercise the Shares Buy-back

- 9 -

APPENDIX I

Explanatory Statement on

the Shares Buy-back Mandate

Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25% of the issued share capital of the Company.

7. SHARE BUY-BACKS MADE BY THE COMPANY

No buy-back of Shares has been made by the Company during the six months immediately prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

8. SHARE PRICES

During each of the previous twelve months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

Highest

Lowest

HK$

HK$

2020

April

1.220

0.880

May

1.100

0.890

June

1.300

0.870

July

2.130

1.130

August

2.330

1.520

September

1.630

1.180

October

1.470

1.130

November

1.380

1.080

December

1.530

1.180

2021

January

1.760

1.330

February

2.060

1.450

March

1.650

1.340

April (up to the Latest Practicable Date)

1.850

1.580

- 10 -

APPENDIX II

Details of the Directors proposed to be

re-elected at the Annual General Meeting

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

Independent non-executive Directors

Mr. KANG Choon Kiat (江春杰), aged 57, is the independent non-executive Director. Mr. Kang was appointed as the independent non-executive Director on 31 October 2012 and re-elected as the independent non-executive Director on 18 June 2019. He has over 25 years of experience in the finance industry. Mr. Kang has joined Bank Julius Baer Singapore in May 2018 and is currently in charge of the foreign exchange advisory and sales department in the bank. From 1999 to 2002, Mr. Kang worked at Citibank and last held the position of vice president of the foreign exchange department. Mr. Kang was a managing director in foreign exchange derivatives team, private wealth management of Bank of America Merrill Lynch in Singapore from 2007 to 2012, responsible for developing the private wealth management foreign exchange business of the bank, creating and implementing foreign exchange platforms and systems, supervising the foreign exchange team members, conducting foreign exchange workshops, training sessions and seminars for clients, providing foreign exchange market and trading advisory and managing foreign exchange trading accounts. Mr. Kang received his bachelor's degree in engineering from National University of Singapore in June 1988 and master of business administration degree from Oklahoma City University in December 1996. Mr. Kang was also recognised by Investment Management Consultants Association in August 2002 as a certified investment management consultant.

Mr. ZONG Ping (宗平), aged 64, is the independent non-executive Director. Mr. Zong was appointed as the independent non-executive Director on 31 October 2012 and re-elected as the independent non-executive Director on 18 June 2019. He has extensive experience in teaching computer science and research in the related field. From 1992 to 1995, Mr. Zong worked as a visiting scholar at Oldenburg University in Germany. From 2002 to 2004, Mr. Zong was a professor at Hohai University (河海大學). From 2004 to present, Mr. Zong has been a professor at Nanjing University of Posts and Telecommunications (南京郵電大學). Mr. Zong is currently a senior member of the China Computer Federation (中國計算機學會), a standing member of the Jiangsu Microcomputer Application Association (江蘇省微電腦應用協會) and a member of Information Industry Expert Committee of Jiangsu Province (江蘇信息產業專家委員會). Mr. Zong received a bachelor's degree in computing from East China College of Hydraulic Engineering (華東水利學院), now known as Hohai University (河海大學) in February 1982 and a doctorate degree in water conservancy and hydropower engineering from Hohai University (河海大學) in April 2008.

- 11 -

APPENDIX II

Details of the Directors proposed to be

re-elected at the Annual General Meeting

Save as disclosed herein, none of the above Directors (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years, other major appointments and professional qualifications; (ii) holds any other positions with the Company and its subsidiaries; (iii) has any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company; and (iv) has any interests in the Shares within the meaning of Part XV of the SFO.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders in respect of the re-election of the above Directors and there is no information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to

(v) of the Listing Rules.

- 12 -

Notice of ANNUAL general meeting

SINOSOFT TECHNOLOGY GROUP LIMITED

中國擎天軟件科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1297)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of Sinosoft Technology Group Limited (the "Company") will be held at No. 26 Tianpu Road, Jiangpu Street, Pukou District, Nanjing City, Jiangsu, the People's Republic of China on Wednesday, 26 May 2021 at 11:00 a.m. for the following purposes:

As Ordinary Business

To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

  1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and auditors of the Company (the "Auditors") for the year ended 31 December 2020.
  2. To declare a final dividend of RMB 20.05 cents per ordinary share of the Company for the year ended 31 December 2020.
  3. To re-elect Mr. KANG Choon Kiat as an Independent non-executive Director.
  4. To re-elect Mr. ZONG Ping as an Independent non-executive Director.
  5. To authorise the board of the Directors to fix the remuneration of the Directors.
  6. To re-appoint Baker Tilly Hong Kong Limited as the Auditors and authorise the board of the Directors to fix their remuneration.

- 13 -

Notice of ANNUAL general meeting

7. To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

"That:

  1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
  3. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, the said approval shall be limited accordingly;

- 14 -

Notice of ANNUAL general meeting

  1. for the purpose of this resolution:-
    "Relevant Period" means the period from the 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 any applicable law or the articles of association of the Company to be held; and
    3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

8. To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

"That:

  1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back its shares at a price determined by the Directors;

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Notice of ANNUAL general meeting

  1. the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, and the said approval shall be limited accordingly; and
  2. for the purposes of this resolution:
    "Relevant Period" means the period from the 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 any applicable law or the articles of association of the Company to be held; and
    3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

9. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:

"That conditional upon the passing of resolutions nos. 7 and 8 above, the general mandate to the Directors pursuant to resolution no. 7 be and is hereby extended by the addition thereto of the total number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution no. 8, provided that such number of added shares shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution."

By order of the Board

Sinosoft Technology Group Limited

Xin Yingmei

Chairlady

23 April 2021

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Notice of ANNUAL general meeting

Registered office:

Principal place of business

Cricket Square

in Hong Kong:

Hutchins Drive

40th Floor,

P.O. Box 2681

Dah Sing Financial Centre,

Grand Cayman, KY1-1111

No. 248 Queen's Road East,

Cayman Islands

Wanchai,

Hong Kong

Notes:

  1. A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy needs not be a shareholder of the Company.
  2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
  3. In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. 11:00 a.m. on Monday, 24 May 2021) or not less than 48 hours before the time appointed for the holding of any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
  4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021, both days inclusive, during which period no share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 20 May 2021.
  5. For determining the entitlement to the proposed final dividend for the year ended 31 December 2020, the register of members of the Company will be closed from Wednesday, 2 June 2021 to Thursday, 3 June 2021, both days inclusive, during which period no share transfers can be registered. In order to be qualified for the entitlement to the proposed final dividend upon passing of ordinary resolution no. 2, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 1 June 2021.
  6. In respect of the respective ordinary resolution numbered 3 to 4 above, Mr. Kang Choon Kiat and Mr. Zong Ping shall retire and being eligible, shall offer themselves for re-election at the above meeting. Details of the above directors are set out in Appendix II to the accompanied circular dated 23 April 2021.

As at the date of this notice, the executive Directors are Ms. Xin Yingmei and Mr. Su Hui, the non-executive Director is Mr. Ren Geng and the independent non-executive Directors are Mr. Kang Choon Kiat, Mr. Kwauk Teh Ming, Walter and Mr. Zong Ping.

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Sinosoft Technology Group Ltd. published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2021 09:21:05 UTC.