Glory Sun Land Group Limited — M&A Activity 2012

Jun 11, 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

DESPATCH OF THE OFFER DOCUMENT IN RELATION TO MANDATORY CONDITIONAL 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 APPOINTMENT OF DIRECTORS

DESPATCH OF THE OFFER DOCUMENT

The Offer Document, together with the Forms of Acceptance, was despatched to the Independent Shareholders and the holders of the Share Options on 11 June 2012.

Pursuant to Rule 8.4 of the Takeovers Code, it is expected that the Company would despatch the Response Document to the Shareholders and holders of the Share Options within 14 days of the posting of the Offer Document, i.e. by 25 June 2012.

THE OFFERS

The Offers commenced for acceptance on 11 June 2012 and the latest time and date for acceptance is at 4:00 p.m. on 9 July 2012 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code.

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APPOINTMENT OF DIRECTORS

The Board is pleased to announce that (i) Mr. Li Jian and Mr. Kotoi Hirofumi have been appointed as executive Directors, and (ii) Mr. Yamamoto Yoshimasa has been appointed as an independent non-executive Director and a member of each of the nomination committee, the salary review committee and the audit committee of the Company, all with effect from 11 June 2012, being the date of despatch of the Offer Document.

References are made to the joint announcements dated 15 May 2012 and 21 May 2012 jointly issued by the Offeror and the Company and the announcements dated 8 March and 5 April 2012 issued by the Company. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the joint announcement dated 21 May 2012 issued by the Offeror and the Company (the “ Joint Announcement ”).

DESPATCH OF THE OFFER DOCUMENT

The offer document in respect of the Offers (the “ Offer Document ”), together with the related forms of acceptance (the “ Forms of Acceptance ”), was despatched to the Independent Shareholders and holders of the Share Options on 11 June 2012.

As disclosed in the Joint Announcement, it was the intention of the Offeror and the Board that the Offer Document would be combined with the Company’s offeree board circular in response to the Offers (the “ Response Document ”) and a composite offer document would be despatched to the Shareholders within 21 days from the date of the Joint Announcement, i.e. 11 June 2012. As additional time is required for the Company to include the information in relation to the proposed disposal of its 60% shareholding in the JV Company following the exercise of the Call Option by DIR-BI, the Company and the Offeror agreed that the Offer Document and the Response Document will be separately despatched to the Shareholders and holders of the Share Options. Pursuant to Rule 8.4 of the Takeovers Code, it is expected that the Company would despatch the Response Document to its Shareholders and the holders of the Share Options within 14 days of the posting of the Offer Document, that is, by 25 June 2012.

Independent Shareholders are reminded to carefully read the letter from the Board, the recommendation of the Independent Board Committee, the advice of Somerley Limited, being the independent financial adviser, and other information about the Group which will be set out in the Response Document before deciding whether or not to accept the Offers.

THE OFFERS

The Offers commenced for acceptance on 11 June 2012 and the latest time and date for acceptance of the Offers is at 4:00 p.m. on 9 July 2012 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. SJI (HK) will issue an announcement by 7:00 p.m. on 9 July 2012 as to whether the Offers have been revised or extended, have become or been declared unconditional.

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The expected timetable of the Offers is set out below:

2012

Despatch date of the Offer Document and the accompanying Form(s) of Acceptance and commencement of the Offers . . . . . . . . . .Monday, 11 June Latest date for posting of the Response Document . . . . . . . . . . . . . . . . .Monday, 25 June Latest time and date for acceptance of the Offers on the First Closing Date (Note 1) . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 9 July First Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 9 July Announcement of the results of the Offers as at the First Closing Date to be posted on the Stock Exchange’s website . . . . . . . . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m. on Monday, 9 July Latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offers by the First Closing Date, assuming the Offers become or are declared unconditional on such date (Note 3) . . . . . . . . . . . . . Wednesday, 18 July Latest time and date for acceptance of the Offers if the Offers have been declared unconditional on the First Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 23 July Final closing date of the Offers if the Offers have been declared unconditional on the First Closing Date . . . . . . . . . . . . . . . . Monday, 23 July Latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offers (Note 3) . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 1 August Latest date by which the Offers can be declared unconditional (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 10 August

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Notes:

1. The Share Offer will be subject to SJI (HK) having received acceptances in respect of the Shares which, together with the Shares already owned or to be acquired by SJI (HK) and parties acting in concert with it before or during the Offer Period, will result in SJI (HK) and parties acting in concert with it holding more than 50% of the voting rights of the Company. Pursuant to Rules 13.4 of the Takeovers Code, the Option Offer will become unconditional upon the Share Offer becoming or being declared unconditional. The Offers are commenced for acceptance on 11 June 2012 and the latest time and date for acceptance of the Offers is 4:00 p.m. on Monday, 9 July 2012. Pursuant to the Takeovers Code, where the Offers are declared unconditional, the Offers will remain open for acceptance for not less than 14 days thereafter. SJI (HK) will make an announcement as and when the Offers become unconditional.

2. SJI (HK) reserves the right to revise or extend the Offers until such time and/or date as it may determine and in accordance with the Takeovers Code. SJI (HK) will issue an announcement to be posted on the Stock Exchange’s website by not later than 7:00 p.m. on Monday, 9 July 2012, being the First Closing Date, as to whether the Offers have been revised or extended, have become or been declared unconditional.

3. Amounts due to each of the Shareholders and holders of the Share Options who accepts the Offer(s) should be paid by SJI (HK) as soon as possible but in any event within seven Business Days of the later of the date on which the Offers become, or are declared, unconditional and the date of receipt of the duly completed Form(s) of Acceptance in accordance with the Takeovers Code.

4. In accordance with the Takeovers Code, in the event that the Offers (whether revised or not) have not become or have not been declared unconditional as to acceptances on or before Friday, 10 August 2012, being the 60th day after posting of the Offer Document, the Offers will lapse unless the Executive consents to a later date.

All time and date references contained in this joint announcement refer to Hong Kong time and date.

OTHER INFORMATION

As advised by the Offeror, SJI Inc. borrowed JPY2.5 billion loan and JPY2.0 billion loan from SRA Inc. and Mizuho Bank, Ltd. respectively for the settlement of part of the consideration for the Sale Shares from China Way. Additional JPY1.5 billion loans were borrowed by each of SJI Inc. and Liand Di Clean Technology Inc., a subsidiary of SJI Inc., to partially fund the Offers.

APPOINTMENT OF DIRECTORS

The Board is pleased to announce that (i) Mr. Li Jian (“ Mr. Li ”) and Mr. Kotoi Hirofumi (“ Mr. Kotoi ”) have been appointed as executive Directors, and (ii) Mr. Yamamoto Yoshimasa (“ Mr. Yamamoto ”) has been appointed as an independent nonexecutive Director and a member of the nomination committee, the salary review committee and the audit committee of the Company, all with effect from 11 June 2012, being the date of despatch of the Offer Document.

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The biographical details of Mr. Li, Mr. Kotoi and Mr. Yamamoto (the “ New Directors ”) are as follows:

Executive Directors

Mr. Li Jian, aged 50, is the Chairman and president of SJI Inc., a company whose shares are listed on JASDAQ Securities Exchange of the Osaka Stock Exchange with stock code 2315, and is mainly responsible for the daily management of SJI Inc.. SJI Inc. is the ultimate holding company of SJI (HK), the controlling shareholder of the Company. Mr. Li obtained his master degree in computer science in The University of ElectroCommunications in Japan in 1987. In 1990, Mr. Li joined Sun Japan, which later merged with other companies and formed SJI Inc. Mr. Li currently holds 41,480 shares of SJI Inc., representing approximately 5.05% of the total issued share capital of SJI Inc..

Mr. Kotoi Hirofumi, aged 49, is the vice president and a director of SJI Inc., a company whose shares are listed on JASDAQ Securities Exchange of the Osaka Stock Exchange with stock code 2315, and is mainly responsible for the daily management of SJI Inc.. SJI Inc. is the ultimate holding company of SJI (HK), the controlling shareholder of the Company. Mr. Kotoi obtained his master degree in information engineering in Kyoto University in Japan in 1987. In 1990, Mr. Kotoi joined Sun Japan, which later merged with other companies and formed SJI Inc. Mr. Kotoi is also a director of LianDi Clean Technology Inc., a company whose shares are registered on OTC Bulletin Board in the United States of America. Mr. Kotoi currently holds 27,442 shares of SJI Inc., representing approximately 3.31% of the total issued share capital of SJI Inc..

Independent non-executive Directors

Mr. Yamamoto Yoshimasa, aged 68, is the Chairman of Y’s Consulting Limited in Japan and the Chairman of Y’s Consulting Limited in Hong Kong. Mr. Yamamoto graduated from the School of Business Administration of Hosei University in Japan in 1967, and obtained the professional qualifications as a certified public accountant and a tax accountant in Japan in 1973. Mr. Yamamoto established 山本公認會計士事所 (Yamamoto Certified Public Accountants*, the predecessor of Y’s Consulting Limited) in 1975.

The Company will enter into a service contract with each of Mr. Li and Mr. Kotoi with an initial term of one (1) year commencing on 11 June 2012 unless and until terminated by either party by serving not less than three (3) months’ written notice, and a letter of appointment with Mr. Yamamoto, with a term commencing on 11 June 2012 and shall continue until the Company’s next annual general meeting unless terminated by either party by serving not less than one (1) month’s written notice.

Pursuant to the articles of associations of the Company, each of the New Directors shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Thereafter their appointments are subject to retirement by rotation at least once every three years and reelection in accordance with the articles of association of the Company.

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Mr. Li and Mr. Kotoi will each receive a remuneration of HK$100,000 per month and such additional benefits as the Board shall in its discretion deem appropriate. Mr. Yamamoto will receive a directors’ fee of HK$17,500 per month. The remuneration of Mr. Li and Mr. Kotoi and the directors’ fees of Mr. Yamamoto have been reviewed by the salary review committee of the Company and were determined by the Board with reference to the prevailing market conditions the qualifications, experience, duties and responsibilities of each New Director with the Company. Such emoluments are subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

As at the date of this joint announcement, save as disclosed above, each of the New Directors confirms that (i) he does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders, or controlling shareholder of the Company; (ii) he does not have any interest in the Shares within the meaning of Part XV of the SFO; (iii) he does not hold other positions with the Company and other members of the Group; (iv) he did not hold any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (v) he does not have any other matters that need to be brought to the attention of the Shareholders nor does he have any other information that is required to be disclosed pursuant to any of the requirements under 13.51(2)(h) to (v) of the Listing Rules.

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, 11 June 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.

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.

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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.

• for identification purpose only

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