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, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC on Wednesday, 10 May 2017 at 09:30 a.m. is set out in this circular. 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 Shops 17M Floor, 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.

3 April 2017

Pages

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES . . . . . 4

RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . 8 APPENDIX II - RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . 11 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

In this circular, unless the context otherwise requires, the following expressions shall 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, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC on Wednesday, 10 May 2017 at 9:30 a.m.

"AGM Notice" the notice convening the AGM as set out on pages 14 to 17 of this circular

"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

"Latest Practicable Date" 27 March 2017, 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

"Register of Members" the principal or branch register of members of the

Company maintained in the Cayman Islands or Hong Kong, respectively

"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 Code" The Hong Kong Code on Takeovers and Mergers

Kingdee International Software Group Co. Ltd. published this content on 03 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 03 April 2017 13:11:07 UTC.

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