Sinosoft Technology : PROPOSED BONUS ISSUE OF SHARES CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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, a 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) PROPOSED BONUS ISSUE OF SHARES CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary 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 Friday, 2 September 2016 at 11:00 a.m. is set out on pages 13 to 15 of this circular. A form of proxy for use at the extraordinary 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 a proxy(ies) to attend the extraordinary 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 22, 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 extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the extraordinary general meeting if they so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

17 August 2016

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Definitions ........................................................................................................................ 1 Expected Timetable ......................................................................................................... 3 Letter from the Board of Directors ................................................................................. 5 Notice of Extraordinary General Meeting 13

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

"Board" the board of Directors

"Bonus Issue" the proposed allotment and issue of Bonus Shares on the basis of one (1) Bonus Share for every five (5) existing Shares held by the Qualifying Shareholders

"Bonus Shares" the new Shares to be issued under the Bonus Issue

"CCASS" Central Clearing and Settlement System established and operated by HKSCC

"Company" Sinosoft Technology Group Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the main board of the Stock Exchange

"Directors" the director(s) of the Company

"EGM" the extraordinary general meeting of the Company to be convened and held to approve, among other things, the Bonus Issue

"Excluded Shareholders" Overseas Shareholders who are excluded from the Bonus

Issue and as defined and more particularly described in the section headed "Overseas Shareholders" in this circular

"Group" the Company and its subsidiaries

"Latest Practicable Date" 10 August 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this circular

"Listing Committee" the listing sub-committee of the board of directors of the

Stock Exchange

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"HKSCC" Hong Kong Securities Clearing Company Limited

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Overseas Shareholders" holders of Shares whose addresses as shown on the register

of members on the Record Date are outside Hong Kong

"Qualifying Shareholders" holders of Shares, not being Excluded Shareholders, who

are entitled to the Bonus Issue

"Record Date" Friday, 9 September 2016 , being the record date for determination of entitlements to the Bonus Issue

"Share Registrar" he Company's branch share registrar in Hong Kong, Tricor

Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong

"Shareholder(s)" holder(s) of the Shares

"Share(s)" ordinary share(s) of par value HK$0.01 each in the share capital of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited