In the end of the year 2012, SYSWIN Inc., which is a leading primary real estate service provider in China, entered into an agreement and plan of merger with Brilliant Strategy Limited, a British Virgin Islands-incorporated business company with limited liability, and its wholly-owned subsidiary Brilliant Acquisition Limited, an exempted company with limited liability, domiciled in the Cayman Islands.
The whole owner of the BVI company is Mr. Liangsheng Chen, Chief Executive Officer, President and a director of SYSWIN Inc. Brilliant Strategy Limited beneficially owns approximately 59.89% of Chinese company’s shares, and has an intention to finance the merger and other transactions contemplated by the Merger Agreement through a combination of cash contribution by Mr. Liangsheng Chen and cash in the Company and its subsidiaries.
Under the terms of the Merger Agreement, Brilliant Acquisition Limited will be merged with and into SYSWIN Inc., which will survive the merger and become a wholly-owned subsidiary of BVI-registered Brilliant Strategy Limited. Concurrently with the execution of the Merger Agreement, Mr. Liangsheng Chen issued a limited guaranty in favour of SYSWIN Inc., to guarantee the payment of the US$2,000,000 termination fee and reimbursement of expenses that may become payable to SYSWIN by the BVI company pursuant to the Merger Agreement, and an equity commitment letter committing to invest in Parent an amount equal to $15,500,000 to fund the merger.
The Merger Agreement was approved by the company’s Board of Directors. The transaction is currently expected to close about the end of the first quarter of 2013. If completed, the merger will result in SYSWIN becoming a privately-held company, and its shares will be delisted from the NYSE.
