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

Jul 24, 2012

51076_rns_2012-07-23_2ff48fa6-58b8-427d-9db4-1c0832a4ca54.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, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.

Unless defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus.

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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)

GLOBAL OFFERING

Number of Offer Shares : 112,000,000 Shares (subject to the Over-Allotment Option) Number of Hong Kong Public : 11,200,000 Shares (subject to Offer Shares adjustment) Number of International : 100,800,000 Shares (subject to Offering Shares adjustment and the Over-Allotment Option) Maximum Offer Price : HK$16 per Hong Kong Public Offer Share (payable in full on application and subject to refund on final pricing, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%) Nominal value : Nil Stock code : 6889

Joint Sponsors

Shenyin Wanguo Capital (H.K.) Limited

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Shenyin Wanguo Capital (H.K.) Limited

Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the shares of the Company (the ‘‘Shares’’), comprising (a) the Hong Kong Public Offering of initially 11,200,000 Shares (subject to adjustment), (b) the International Placing of initially 100,800,000 Shares (subject to adjustment and the Over-Allotment Option) and (c) any Shares which may be offered in connection with the Over-Allotment Option (which, if exercised in full, amounts to 16,800,000 Shares). In the event that the Over-Allotment Option is exercised, an announcement will be made by the Company.

  • for identification purpose only

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Applications for the Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and related Application Forms.

Applicants who wish the Hong Kong Public Offer Shares to be allotted in their own names should (i) complete and sign the WHITE Application Forms; or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk. Applicants who wish to have the Hong Kong Public Offer Shares allotted in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

There are significant risks associated with the loss or destruction of a Share certificate. Shareholders who lose their Share certificates run the risk of an unauthorised third party coming into possession of such Share certificates and requiring the Company in a Japanese court to register him/her as a Shareholder in the share register of the Company. 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 the Company or otherwise safe-keep their unsurrendered Share certificates at all times. For the procedures and mechanism of Share certificates surrender, please ‘‘ ’ see the section headed Material Shareholders Matters under Japanese Law — Ownership of Shares — Safe-keeping your Share certificates — Surrendering your Share certificates’’ in the Prospectus. For further information and the risks associated with the loss or destruction of Share certificates, see the sections headed ‘‘Material ’ ’’ Shareholders Matters under Japanese Law — Lost/Destroyed Share Certificates ‘‘ and Risk Factors — Risks relating to differences in rights and requirements under Japanese law’’ of the Prospectus.

Copies of the Prospectus, together with WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 24 July 2012 till 12:00 noon on Friday, 27 July 2012 from:

  1. any of the following offices of the Joint Global Coordinators:

Piper Jaffray Asia Securities Suite 1308, 13/F, Two Pacific Place Limited 88 Queensway Admiralty, Hong Kong Shenyin Wanguo Capital (H.K.) 28th Floor, Citibank Tower Limited Citibank Plaza 3 Garden Road Central, Hong Kong

CITIC Securities Corporate Finance 26/F, CITIC Tower (HK) Limited 1 Tim Mei Avenue Central, Hong Kong

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  1. any of the following branches of the Receiving Banks:

The Bank of East Asia, Limited

Branch Name Address
Hong Kong Island: Main Branch 10 Des Voeux Road Central, HK
Taikoo Shing Branch Shop G1010–1011, Yiu Sing Mansion
Kowloon: Yaumatei Branch G/F, 526 Nathan Road
Hoi Yuen Road Branch Unit 1, G/F, Hewlett Centre
54 Hoi Yuen Road
East Tsim Sha Tsui Branch Shop G3–G5, G/F
East Ocean Centre
98 Granville Road, Tsim Sha Tsui
New Territories: Park Central Branch Shop G6, G/F, Park Central
9 Tong Tak Street, Tseung Kwan O
Hang Seng Bank Limited
Branch Name Address
Hong Kong Island: Head Office 83 Des Voeux Road Central
Wanchai Branch 200 Hennessy Road
Causeway Bay Branch 28 Yee Wo Street
Kowloon: Kowloon Main Branch 618 Nathan Road
Hung Hom Branch 21 Ma Tau Wai Road
New Territories: Shatin Branch Shop 18 Lucky Plaza
Wang Pok Street, Shatin

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 24 July 2012 until 12:00 noon on Friday, 27 July 2012 from the Depository Counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong or your stockbroker, who may have YELLOW Application Forms and copies of the Prospectus available.

Applicants submitting applications online through the designated website at www.eipo.com.hk of White Form eIPO Service Provider may do so from 9:00 a.m. on Tuesday, 24 July 2012 until 11:30 a.m. on Friday, 27 July 2012 or such later time as described in the section headed ‘‘How to Apply for the Hong Kong Public Offer Shares — III. Applying by using a WHITE or YELLOW Application Form — 8. Effect of bad weather on the opening of the application lists’’ and ‘‘How to Apply for the Hong Kong Public Offer Shares — IV. Applying by giving electronic application ’’ instructions to HKSCC — 7. Effect of bad weather on the last application day in the Prospectus (24 hours daily, except the last day of application).

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CCASS Participants can input electronic application instructions from 9:00 a.m. on Tuesday, 24 July 2012 until 12:00 noon on Friday, 27 July 2012.

Please refer to the ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for the Hong Kong Public Offer Shares’’ sections of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to announce the Offer Price, the indication of the level of interest in the International Placing, the level of applications in the Hong Kong Public Offering, the basis of allocation of the Hong Kong Public Offer Shares and the number of Offer Shares reallocated, if any, between the Hong Kong Public Offering and the International Placing on Thursday, 2 August 2012 in the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese) and the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.dyjh.co.jp. Results of allocations and the Hong Kong identity card/passport/ Hong Kong Business Registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels from Thursday, 2 August 2012. Dealing in the Shares on the Stock Exchange is expected to commence on Friday, 3 August 2012. The Shares will be traded in board lots of 200 Shares. The Company will not issue any receipts for sums paid on application or any temporary documents of title.

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.

Please also refer to the published version of this announcement in the South China Morning Post.

  • for identification purpose only

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