Sinosoft Technology : INSIDE INFORMATION - MEMORANDUM OF UNDERSTANDING IN RELATION TO POSSIBLE SUBSCRIPTION OF SHARES IN THE COMPANY

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

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) INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING IN RELATION TO POSSIBLE SUBSCRIPTION OF SHARES IN THE COMPANY

This announcement is made by Sinosoft Technology Group Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong).

MEMORANDUM OF UNDERSTANDING

The board of directors of the Company (the "Board") is pleased to announce that on 30 March 2017 (after trading hours at around 11:00 p.m.), the Company as issuer and a state-owned company established in the People's Republic of China (the "PRC") as potential subscriber (the "Potential Subscriber"), entered into a memorandum of understanding (the "Memorandum of Understanding"), pursuant to which the parties agreed to enter into further negotiation regarding a possible subscription of new shares of the Company by the Potential Subscriber (the "Possible Subscription"). Upon the entering of the Memorandum of Understanding, the parties shall use their respective best endeavour to enter into further negotiation in relation to the Possible Subscription and to enter into definitive agreement(s) for the Possible Subscription (the "Definitive Agreement") on or before 31 December 2017.

Subscription Price

The Memorandum of Understanding envisages that the subscription price for the Possible Subscription payable by the Potential Subscriber will be at a premium of the closing price of the shares of the Company on the date of signing of the Memorandum of Understanding.

Conditions Precedent to the Possible Subscription

The Possible Subscription shall be conditional upon the Potential Subscriber having obtained all necessary approvals, including approval from its controlling shareholders, for the transactions as contemplated under the Possible Subscription.

Nature of the Memorandum of Understanding

The Memorandum of Understanding does not constitute any legally binding commitment in respect of the Possible Subscription, save and except that each party agreed to be legally bound by certain provisions relating to confidentiality and governing law.

Reasons for the Possible Subscription

The Potential Subscriber is a state-owned enterprise established in the PRC, principally engaged in IT related business. To the best of the knowledge, information and belief of the Directors, the Potential Subscriber and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Taking into consideration of the background of the Potential Subscriber, the Board believes that the Potential Subscriber will be able to bring in strong strategic partnership and additional synergy to the development of the Group and therefore the co-operation with the Potential Subscriber through the Possible Subscription will be in the interest of the Company and its Shareholders as a whole.

INFORMATION ON THE GROUP

The Company is incorporated in the Cayman Islands with limited liability and its shares are listed on the main board of The Stock Exchange of Hong Kong Limited. The Company is an investment holding company, and together with its subsidiaries, is principally engaged in software development, system integration, sales of related computer products and provision of other related services in the PRC.

GENERAL

Further announcement(s) in relation to the Possible Subscription will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate, of the Possible Subscription materialises.

There is no assurance that any transactions referred to in this announcement will materialise or eventually be consummated. The shareholders of the Company and potential investors should note that the Possible Subscription is subject to, among other things, the signing of Definitive Agreement, the terms and conditions of which are yet to be agreed. The Possible Subscription may or may not proceed and the final structure and terms of the Possible Subscription, which are still subject to further negotiations between the parties, have yet to be finalised and may deviate from that set out in the Memorandum of Understanding. In the event that the legally binding Definitive Agreement is signed, further announcement(s) will be made by the Company in compliance with the Listing Rules and all other applicable laws and regulation. The shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

Sinosoft Technology Group Limited Xin Yingmei

Chairlady

Hong Kong, 31 March 2017

As at the date of this announcement, the executive directors of the Company are Ms. Xin Yingmei and Mr. Yu Yifa, the non-executive director of the Company is Mr. Hu Xiaoming, Simon, and the independent non-executive directors of the Company are Mr. Kang Choon Kiat, Mr. Kwauk Teh Ming, Walter and Mr. Zong Ping.