Glory Sun Land Group Limited — M&A Activity 2012

Jul 9, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

SJI (Hong Kong) Limited

(incorporated in Hong Kong with limited liability)

SINOCOM SOFTWARE GROUP LIMITED 中訊軟件集團股份有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 299)

JOINT ANNOUNCEMENT

CLOSE OF MANDATORY UNCONDITIONAL CASH OFFERS BY HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED ON BEHALF OF SJI (HONG KONG) LIMITED FOR ALL THE ISSUED SHARES IN SINOCOM SOFTWARE GROUP LIMITED

(OTHER THAN THOSE ALREADY OWNED BY SJI (HONG KONG) LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND

FOR THE CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS AND SUSPENSION OF TRADING

Financial adviser to SJI (Hong Kong) Limited

Haitong International Capital Limited

CLOSE OF THE OFFERS AND THE LEVEL OF ACCEPTANCE

The Offeror and the Company jointly announce that the Offers closed on Monday, 9 July 2012. The Offers have not been revised or extended.

As at 4:00 p.m. on 9 July 2012, being the latest time and date for acceptance of the Offers, the Offeror had received valid acceptances in respect of (i) a total of 408,844,918 Shares, representing approximately 36.6% of the total issued share capital of the Company; and (ii) a total of 8,040,000 Share Options.

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Immediately following the close of the Offers, the Offeror and parties acting in concert with it were interested in an aggregate of 860,448,918 Shares, representing approximately 77.1% of the total issued share capital of the Company as at the date of this joint announcement.

PUBLIC FLOAT AND SUSPENSION OF TRADING

As at the date of this joint announcement and immediately following the close of the Offers, there are 138,447,010 Shares, representing approximately 12.4% of the total issued share capital of the Company, held by the public (within the meanings of the Listing Rules). Accordingly, the public float of the Company falls below the minimum percentage requirement as set out under Rule 8.08(1)(a) of the Listing Rules. The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules for the period from 9 July 2012 to 8 October 2012.

The Company was informed by the Offeror that the Offeror has entered into a placing agreement with Haitong Securities on 9 July 2012 after the close of the Offers, pursuant to which Haitong Securities has been appointed by the Offeror to act as the placing agent for the Offeror to secure other investors who are independent of and not connected with the Company or any of its connected person (as defined in the Listing Rules), to place, on a best effort basis, on or before 8 October 2012, not less than 140,511,772 Shares to the extent that at least 25% of the entire issued share capital of the Company will be held by the public. As at the date of this joint announcement, the placing has not been completed.

Pursuant to Note 1 of Rule 8.08(1) of the Listing Rules, trading in the Shares will be suspended from 9:00 a.m. on Tuesday, 10 July 2012 since the percentage of public float falls below 15% following the close of the Offers. Announcement(s) will be made by the Company regarding the completion of placing, restoration of public float and resumption of trading in the Shares as soon as possible. At the request of the Company, trading in the Shares on the Stock Exchange will be suspended with effect from 9:00 a.m. on 10 July 2012.

References are made to the joint announcements dated 15 May 2012, 21 May 2012, 11 June 2012, 18 June 2012 jointly issued by the Offeror and the Company, the announcements dated 8 March 2012, 5 April 2012 and 25 June 2012 issued by the Company, the offer document dated 11 June 2012 issued by the Offeror in relation to, among other matters, details of the Offers (the “ Offer Document ”) and the response document dated 25 June 2012 issued by the Company in connection with the Offers. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Offer Document.

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CLOSE OF THE OFFERS AND THE LEVEL OF ACCEPTANCE

The Offeror and the Company jointly announce that the Offers made by Haitong Securities on behalf of the Offeror closed on Monday, 9 July 2012. The Offers have not been revised or extended.

As at 4:00 p.m. on 9 July 2012, being the latest time and date for acceptance of the Offers, the Offeror had received valid acceptances in respect of (i) a total of 408,844,918 Shares (the “ Acceptance Shares ”), representing approximately 36.6% of the total issued share capital of the Company; and (ii) a total of 8,040,000 Share Options.

As a result of the Offers, the Company has become an indirect non-wholly owned subsidiary of SJI Inc..

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the Offer Period commenced on 8 March 2012, none of the Shares or any rights over Shares were held, controlled or directed by the Offeror and parties acting in concert with it.

Save for the acquisition of the Sale Shares, being 451,604,000 Shares, representing approximately 40.5% of the total issued share capital of the Company, the Offeror and parties acting in concert with it have not acquired or agreed to acquire any Shares and rights over Shares during the Offer Period and up to and including the date of this joint announcement. Neither the Offeror nor any parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to the date of this joint announcement.

Upon the close of the Offers, taking into account the Acceptance Shares and the Sale Shares held by the Offeror, the Offeror and parties acting in concert with it are interested in an aggregate of 860,448,918 Shares, representing approximately 77.1% of the total issued share capital of the Company as at the date of this joint announcement. Other than the Acceptance Shares and the Sale Shares, the Offeror and parties acting in concert with it do not own any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company as at the date of this joint announcement.

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The following table sets out the shareholding structure of the Company (i) immediately prior to the commencement of the Offers; and (ii) immediately after the close of the Offers:

Shareholders The Offeror and parties acting in concert with it China Way Dr. Shi Chong Ming, an executive Director Mr. Siu Kwok Leung, an executive Director Public Shareholders Total	Immediately prior to the commencement of the Offers Number Approximate of Shares % 451,604,000 40.5 111,396,000 10.0 5,543,200 0.5 4,280,000 0.4 543,011,928 48.6 1,115,835,128 100.0	Immediately after the close of the Offers Number Approximate of Shares % 860,448,918 77.1 111,396,000 10.0 5,543,200 0.5 – – 138,447,010 12.4 1,115,835,128 100.0	Immediately after the close of the Offers Number Approximate of Shares % 860,448,918 77.1 111,396,000 10.0 5,543,200 0.5 – – 138,447,010 12.4 1,115,835,128 100.0
			100.0

SETTLEMENT OF THE OFFERS

Based on the valid acceptances received in respect of (i) a total of 408,844,918 Shares and the Share Offer Price; and (ii) a total of 8,040,000 Share Options and the respective Option Offer Price, the total consideration for the Offers is approximately HK$451,121,529.80.

Remittances in respect of the amount due to each of the accepting Independent Shareholders less seller’s ad valorem stamp duty in respect of the Offer Shares tendered by him under the Share Offer have been despatched, or will be despatched (as the case may be) to such Independent Shareholder by ordinary post at his own risk as soon as possible, but in any event within seven Business Days of the date on which the receipt of all the relevant documents by the Registrar to render such acceptance complete and valid.

Remittances in respect of the amount due to the Optionholder in respect of the Share Options tendered by him under the Option Offer have been despatched, or will be despatched (as the case may be) to such Optionholder by ordinary post at his own risk as soon as possible, but in any event within seven Business Days of the date on which the receipt of all the relevant documents by the company secretary of the Company to render such acceptance complete and valid.

The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offers is Wednesday, 18 July 2012.

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PUBLIC FLOAT AND SUSPENSION OF TRADING

As at the date of this joint announcement and immediately following the close of the Offers, there are 138,447,010 Shares, representing approximately 12.4% of the total issued share capital of the Company, held by the public (within the meanings of the Listing Rules). Accordingly, the public float of the Company falls below the minimum percentage requirement asset out under Rule 8.08(1)(a) of the Listing Rules. The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules for the period from 9 July 2012 to 8 October 2012.

The Company was informed by the Offeror that the Offeror has entered into a placing agreement with Haitong Securities on 9 July 2012 after the close of the Offers, pursuant to which the Offeror has appointed Haitong Securities to act as the placing agent for the Offeror to secure other investors who are independent of and not connected with the Company or any of its connected person (as defined in the Listing Rules), to place, on a best effort basis, on or before 8 October 2012, not less than 140,511,772 Shares to the extent that at least 25% of the entire issued share capital of the Company will be held by the public. As at the date of this joint announcement, the placing has not been completed.

Pursuant to Note 1 of Rule 8.08(1) of the Listing Rules, trading in the Shares will be suspended from 9:00 a.m. on Tuesday, 10 July 2012 since the percentage of public float falls below 15% following the close of the Offers. Announcement(s) will be made by the Company regarding the completion of placing, restoration of public float and resumption of trading in the Shares as soon as possible.

At the request of the Company, trading in the Shares on the Stock Exchange will be suspended with effect from 9:00 a.m. on 10 July 2012.

For and on behalf of By order of the Board SJI (Hong Kong) Limited SinoCom Software Group Limited Kotoi Hirofumi Wang Zhiqiang Director Chairman

Hong Kong, 9 July 2012

As at the date of this joint announcement, the executive Directors are Mr. Wang Zhiqiang, Mr. Wang Xubing, Dr. Shi Chongming, Mr. Siu Kwok Leung, Mr. Li Jian and Mr. Kotoi Hirofumi; and the independent non-executive Directors are Professor Liang Neng, Mr. Lee Kit Wah and Mr. Yamamoto Yoshimasa.

As at the date of this joint announcement, the directors of the Offeror are Mr. Li Jian, Mr. Tano Daichi and Mr. Kotoi Hirofumi.

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All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

All directors of SJI Inc. and all directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group and parties acting in concert with it), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

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