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DYNAM JAPAN HOLDINGS Co., Ltd. Capital/Financing Update 2012

Jul 24, 2012

51076_rns_2012-07-24_0dd12f59-f6d5-4028-84de-d03c92239688.pdf

Capital/Financing Update

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This announcement is for information purposes only and does not constitute an offer or an invitation by any person to acquire, purchase or subscribe for securities. Potential investors should read the prospectus of the Company dated 24 July 2012 (the ‘‘Prospectus’’) issued by 株式会社ダイナムジャパンホールディングス (DYNAM JAPAN HOLDINGS Co., Ltd.*) (the ‘‘Company’’) for detailed information about the Company and the Global Offering before deciding whether or not to invest in the shares being offered.

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.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the ‘‘Securities Act’’) or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

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株式会社ダイナムジャパンホールディングス DYNAM JAPAN HOLDINGS Co., Ltd.[*] (incorporated in Japan with limited liability) (Stock code: 6889)

ANNOUNCEMENT

CHANGE IN THE EXPECTED TIMETABLE

Reference is made to the Prospectus as well as the formal notice, both dated 24 July 2012, respectively, in relation to, the initial public offering of the Shares and the listing of the Shares on the Main Board of the Stock Exchange.

The tropical cyclone warning signal number 8 was in force at 9:00 a.m., 24 July 2012 in Hong Kong. Due to the weather conditions, the copies of the Prospectus and the Application Forms were unavailable to be distributed to the public at the addresses and time as originally stated in the Prospectus. In light of the above, the expected timetable of the Hong Kong Public Offering contained in the section headed ‘‘Expected Timetable’’ in the Prospectus has been revised and further details are described as below.

  • for identification purpose only

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Reference is made to the Company’s prospectus (the ‘‘Prospectus’’) as well as the formal notice, both dated 24 July 2012, respectively, in relation to, the initial public offering of the shares of the Company (the ‘‘Shares’’) and the listing of the Shares on the Main Board of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’). Definitions and terms used in this announcement, unless otherwise defined, have the same meanings as those defined in the Prospectus.

The Company has issued the Prospectus today containing, among other things, an expected timetable of the Hong Kong Public Offering.

The tropical cyclone warning signal number 8 was in force at 9:00 a.m., 24 July 2012 in Hong Kong. Due to the weather conditions, the copies of the Prospectus and the Application Forms were unavailable to be distributed to the public at the addresses and time as originally stated in the Prospectus. In light of the above, the expected timetable[(1)] of the Hong Kong Public Offering contained in the section headed ‘‘Expected Timetable’’ in the Prospectus has been revised as follows:

Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk[(2)] . . . . . . . . . . . . . . . . . . 11:30 a.m. on Monday, 30 July 2012

Application Lists open[(3)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Monday, 30 July 2012

Latest time to lodge WHITE and YELLOW Application Forms and give electronic application instructions to HKSCC[(4)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 30 July 2012

Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 30 July 2012

Application Lists close[(3)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 30 July 2012 Expected Price Determination Date[(5)] . . . . . . . . . . . . . . . . . . Monday, 30 July 2012

(1):

Announcement of the Offer Price, the level of indications of interest in the International Placing, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Public Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese) on or before . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August 2012

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(2):

  • Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in ‘‘How to Apply for the Hong Kong Public Offer Shares — ’’

  • Publication of Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August 2012

(3):

  • A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk[(6)] and our Company’s website at www.dyjh.co.jp[(7)] from . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August 2012

  • Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk

  • with a ‘‘search by ID’’ function. . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August 2012

  • Despatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before[(8)] . . . . . . . . . . . . . . Friday, 3 August 2012

  • Despatch of White Form e-Refund payment instructions and refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before[(9)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August 2012

Dealings in Shares on the Stock Exchange

to commence on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 August 2012

  • (1) All dates and times refer to Hong Kong local dates and times, unless otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in ‘‘Structure of the Global ’’

  • Offering .

  • (2) You will not be permitted to submit your application to the White Form eIPO Service Provider through the designated website, www.eipo.com.hk, after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m. on the last day for submitting applications, you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.

  • (3) If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 30 July 2012, the application lists will not open and close on that day. Further information is set out in ‘‘How to Apply for the Hong Kong Public Offer Shares — Effect of Bad Weather on the Opening of the ’’

  • Application Lists . If the application lists do not open and close on Monday, 30 July 2012, the dates mentioned in this section may be affected. An announcement will be made by us in such event.

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  • (4) Applicants who apply for Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC should refer to ‘‘How to Apply for the Hong Kong Public Offer Shares — ’’

  • Applying by Giving Electronic Application Instructions to HKSCC .

  • (5) We expect to determine the Offer Price by agreement with the Joint Global Coordinators (on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, 30 July 2012.

  • (6) The announcement will be available for viewing on the ‘‘IPO Allotment Results’’ page on the ’

  • Stock Exchange s website at www.hkexnews.hk.

  • (7) None of the website or any of the information contained on the website forms part of the Prospectus.

  • (8) Share certificates for the Hong Kong Public Offer Shares are expected to be issued on Friday, 3 August 2012 but will only become valid certificates of title if (i) the Global Offering has become unconditional in all respects, and (ii) neither of the Underwriting Agreements has been terminated in accordance with its terms at any time prior to 8:00 a.m. on the Listing Date, which is expected to be Monday, 6 August 2012. Investors who trade Shares on the basis of publicly available allocation details prior to the receipt of Share certificates or prior to the Share certificates becoming valid certificates of title do so entirely at their own risk. If the Global Offering does not become unconditional or the Underwriting Agreements are terminated in accordance with their terms, we will make an announcement as soon as possible.

  • (9) e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications, and in respect of wholly or partially successful applications if the final Offer Price is less than the price payable on application.

Applicants who apply on WHITE Application Forms or through White Form eIPO service for 1,000,000 Hong Kong Public Offer Shares or more under the Hong Kong Public Offering and have indicated in their WHITE Application Forms that they wish to collect refund cheques and Share certificates (where applicable) in person from our Share Registrar may do so in person from our Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, 3 August 2012. Applicants being individuals who opt for personal collection must not authorise any other person to make collection on their behalf. Applicants being corporations who opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporation stamped with the corporation’s chop. Both individuals and authorised representatives of corporations must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited.

Applicants who apply through the White Form eIPO service and paid their application monies through single bank accounts may have refund monies (if any) despatched to the application payment account, in the form of e-Refund payment instructions. Applicants who apply through the White Form eIPO service and paid their application monies through multiple bank accounts may have refund monies (if any) despatched to the address as specified in their application instructions to the White Form eIPO Service Provider, in the form of refund cheques, by ordinary post at their own risk.

Applicants who apply on YELLOW Application Forms for 1,000,000 Hong Kong Public Offer Shares or more under the Hong Kong Public Offering and have indicated in their Application Forms that they wish to collect refund cheques in person may collect their refund cheques (if any) but may not elect to collect their Share certificates, which will be deposited into CCASS for credit to their designated CCASS

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Participant stock accounts or CCASS Investor Participant stock accounts, as appropriate. The procedures for collection of refund cheques for the applicants who apply on YELLOW Application Forms are the same as those for WHITE Application Form applicants. Uncollected Share certificates (where applicable) will be despatched by registered post (at the applicants’ own risk) to the addresses specified in the relevant Application Forms promptly thereafter. Uncollected refund cheques (where applicable) will be despatched by ordinary post (at the applicants’ own risk) to the addresses specified in the relevant Application Forms promptly thereafter. Further ‘‘ information is set out in How to Apply for the Hong Kong Public Offer Shares — ’’ Despatch/Collection of Share Certificates and Refund Monies . There are certain risks associated with physical possession of Share certificates. To mitigate these risks, successful applicants of the Hong Kong Public Offering will receive their Share certificates via registered post. CCASS Beneficial Owners are not subject to the risks associated with physical possession of Share certificates. Potential investors who choose to hold the Shares in their own names and outside CCASS are strongly recommended to surrender their Share certificates to our Company or otherwise safe-keep their unsurrendered Share certificates at all times. For information relating to the risks associated with the loss or destruction of a Share certificate and the options to surrender Share certificates to ‘‘ the Company, see Risk Factors — Risks relating to Differences in Rights and Requirements under Japanese Law — A Shareholder who loses his share certificates will be subject to limitations on his rights as Shareholder.’’ and ‘‘Material ’ ’’ Shareholders Matters under Japanese Law — Lost/destroyed Share certificates . For procedures and mechanism for surrendering Share certificates, see ‘‘Material ’ Shareholders Matters under Japanese Law — Ownership of Shares — Safe-keeping ’’ your Share certificates — Surrendering your Share certificates .

For further details in relation to the Hong Kong Public Offering, see the Prospectus including the section headed ‘‘How to Apply for the Hong Kong Public Offer Shares’’ as well as the terms and conditions contained in the Application Forms. Please note that all references to times and dates in the Prospectus and the Application Forms relating to the above timetable should be revised according to this announcement.

Potential investors should only refer to the above for the expected timetable of the Hong Kong Public Offering. For further information about the Global Offering, please read the Prospectus. Potential investors should read the Prospectus in its entirety before deciding to invest in the Shares.

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The Company has published this announcement on the website of the Stock ’ Exchange at www.hkexnews.hk and the Company s website at www.dyjh.co.jp. The Company will publish the same on the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese) on 25 July 2012, 26 July 2012 and 30 July 2012.

By order of the Board 株式会社ダイナムジャパンホールディングス (DYNAM JAPAN HOLDINGS Co., Ltd.*) Yoji SATO Chairman

Tokyo, Japan, 24 July 2012

As of the date of this announcement, the executive Director is Mr. Yoji SATO, the non-executive Director is Mr. Noriaki USHIJIMA and the independent non-executive Directors are Mr. Katsuhide HORIBA, Mr. Ichiro TAKANO, Mr. Yukio YOSHIDA, Mr. Mitsutoshi KATO and Mr. Thomas Chun Kee YIP.

  • for identification purpose only

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