SYSWIN Inc.

expiry = 2013-08-26...ated party entity controlled by Mr. Chen to lease back an aggregate gross floor area of 7,118 square meters of the building for our headquarters office space. The term of the lease is three years and expires on August 26, 2013. Under the agreement, the lessor granted us the preferential right to lease the relevant portion of the Syswin Building upon the expiration of such lease. For the year ended December 31, 2012, the total consideration we paid for such lease...

expiry = 2013-08-26...ated party entity controlled by Mr. Chen to lease back an aggregate gross floor area of 7,118 square meters of the building for our headquarters office space. The term of the lease is three years and expires on August 26, 2013. Under the agreement, the lessor granted us the preferential right to lease the relevant portion of the Syswin Building upon the expiration of such lease. For the year ended December 31, 2012, the total consideration we paid for such lease...

expiry = 2013-08-26...ated party entity controlled by Mr. Chen to lease back an aggregate gross floor area of 7,118 square meters of the building for our headquarters office space. The term of the lease is three years and expires on August 26, 2013. Under the agreement, the lessor granted us the preferential right to lease the relevant portion of the Syswin Building upon the expiration of such lease. For the year ended December 31, 2012, the total consideration we paid for such lease...

expiry = 2013-08-26...ated party entity controlled by Mr. Chen to lease back an aggregate gross floor area of 7,118 square meters of the building for our headquarters office space. The term of the lease is three years and expires on August 26, 2013. Under the agreement, the lessor granted us the preferential right to lease the relevant portion of the Syswin Building upon the expiration of such lease. For the year ended December 31, 2012, the total consideration we paid for such lease...

listed = True...the merger is not completed for any other reason, our shareholders will not receive any payment for their Shares or ADSs pursuant to the merger agreement. In addition, the Company will remain a publicly traded company. The ADSs will continue to be listed and traded on NYSE, provided that the Company continues to meet NYSE's listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Therefore, our shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of our Shares. Under specified circumstances, the Company may be required to pay Parent a termi...

listed = True...the merger is not completed for any other reason, our shareholders will not receive any payment for their Shares or ADSs pursuant to the merger agreement. In addition, the Company will remain a publicly traded company. The ADSs will continue to be listed and traded on NYSE, provided that the Company continues to meet NYSE's listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Therefore, our shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of our Shares. Under specified circumstances, the Company may be required to pay Parent a termi...

listed = True...the merger is not completed for any other reason, our shareholders will not receive any payment for their Shares or ADSs pursuant to the merger agreement. In addition, the Company will remain a publicly traded company. The ADSs will continue to be listed and traded on NYSE, provided that the Company continues to meet NYSE's listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Therefore, our shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of our Shares. Under specified circumstances, the Company may be required to pay Parent a termi...

listed = True...the merger is not completed for any other reason, our shareholders will not receive any payment for their Shares or ADSs pursuant to the merger agreement. In addition, the Company will remain a publicly traded company. The ADSs will continue to be listed and traded on NYSE, provided that the Company continues to meet NYSE's listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Therefore, our shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of our Shares. Under specified circumstances, the Company may be required to pay Parent a termi...

mechanism = FIXED...tee held a telephonic meeting with Cleary and Oppenheimer. At the request of the special committee, Oppenheimer presented in detail its updated financial analyses with respect to the Company and the transactions proposed by Mr. Chen to acquire the Shares at a purchase price of $0.5125 per Share and $2.05 per ADS. Oppenheimer then rendered its oral opinion, as of December 24, 2012, based upon and subject to the factors, limitations and assumptions set forth in its written opinion, as to the fairness to holders of Shares and ADSs (other than the Shares and ADSs representing any portion of the Shares beneficially owned by Mr. Chen...

mechanism = FIXED...r's preliminary financial analyses. At the meeting, Oppenheimer circulated the discussion materials and presented the special committee with its preliminary financial analyses of Mr. Chen's proposal to acquire all the Shares not beneficially owned by him at a purchase price of $0.50 per Share and $2.00 per ADS based on the latest market information of the Company's Shares represented by ADSs and the Company's financial projections, using the following methods: selected companies analysis, selected precedent transactions analysis, and discounted cash flow analysis. The preliminary analysis also included a premiums paid overvie...

mechanism = FIXED...r's preliminary financial analyses. At the meeting, Oppenheimer circulated the discussion materials and presented the special committee with its preliminary financial analyses of Mr. Chen's proposal to acquire all the Shares not beneficially owned by him at a purchase price of $0.50 per Share and $2.00 per ADS based on the latest market information of the Company's Shares represented by ADSs and the Company's financial projections, using the following methods: selected companies analysis, selected precedent transactions analysis, and discounted cash flow analysis. The preliminary analysis also included a premiums paid overvie...

mechanism = FIXED...r's preliminary financial analyses. At the meeting, Oppenheimer circulated the discussion materials and presented the special committee with its preliminary financial analyses of Mr. Chen's proposal to acquire all the Shares not beneficially owned by him at a purchase price of $0.50 per Share and $2.00 per ADS based on the latest market information of the Company's Shares represented by ADSs and the Company's financial projections, using the following methods: selected companies analysis, selected precedent transactions analysis, and discounted cash flow analysis. The preliminary analysis also included a premiums paid overvie...

price = USD 2.0-2.1...nic meeting with Cleary and Oppenheimer. At the meeting, Oppenheimer informed the special committee that it held discussions with Mr. Chen regarding an increase in his offer price from $2.00 to $2.10 per ADS, but Mr. Chen indicated that $0.50 per Share and $2.00 per ADS was the best price that he would offer. Oppenheimer also informed the 26 Table of Contents special committee that it would update its financial analyses bas...

price = USD 2.0-2.1...nic meeting with Cleary and Oppenheimer. At the meeting, Oppenheimer informed the special committee that it held discussions with Mr. Chen regarding an increase in his offer price from $2.00 to $2.10 per ADS, but Mr. Chen indicated that $0.50 per Share and $2.00 per ADS was the best price that he would offer. Oppenheimer also informed the special committee that it would update its financial analyses based on the latest fina...

price = USD 2.0-2.1...nic meeting with Cleary and Oppenheimer. At the meeting, Oppenheimer informed the special committee that it held discussions with Mr. Chen regarding an increase in his offer price from $2.00 to $2.10 per ADS, but Mr. Chen indicated that $0.50 per Share and $2.00 per ADS was the best price that he would offer. Oppenheimer also informed the special committee that it would update its financial analyses based on the latest fina...

price = USD 2.0-2.1...nic meeting with Cleary and Oppenheimer. At the meeting, Oppenheimer informed the special committee that it held discussions with Mr. Chen regarding an increase in his offer price from $2.00 to $2.10 per ADS, but Mr. Chen indicated that $0.50 per Share and $2.00 per ADS was the best price that he would offer. Oppenheimer also informed the special committee that it would update its financial analyses based on the latest fina...

txn_type = CONSOLIDATION...n discussions and negotiations with such party (and, if such proposal is a superior proposal, recommend such proposal to the Company's shareholders). The special committee did not consider any other form of transaction such as a tender offer, odd-lot offer or reverse stock split because the special committee believed that the merger was the most direct and least confusing deal structure to unaffiliated shareholders and ADS holders. Effects on the Company if the Merger is Not Completed If the merger agreement is not approved by the Company's shareholders or if the merger is not completed for any other reason, sha...

txn_type = CONSOLIDATION...n discussions and negotiations with such party (and, if such proposal is a superior proposal, recommend such proposal to the Company's shareholders). The special committee did not consider any other form of transaction such as a tender offer, odd-lot offer or reverse stock split because the special committee believed that a one-step statutory merger is the transaction structure that is most commonly used in "going-private" transactions involving China based companies and is easier to understand than other alternative structures for our unaffiliated shareholders and ADS holders. 54 Table of Contents Effects on th...

txn_type = CONSOLIDATION...n discussions and negotiations with such party (and, if such proposal is a superior proposal, recommend such proposal to the Company's shareholders). The special committee did not consider any other form of transaction such as a tender offer, odd-lot offer or reverse stock split in evaluating Mr. Chen's proposal to acquire all the Shares not beneficially owned by him, because merger is a one-step transaction structure and is most commonly used in "going-private" transactions involving China based companies. Effects on the Company if the Merger is Not Completed If the merger agreement is not approved by the Compa...

txn_type = CONSOLIDATION...forth in "—Reasons for the Merger and Recommendation of the Special Committee and Our Board of Directors." The special committee and the board of directors of the Company did not consider any other form of transaction such as a tender offer, odd-lot offer or reverse stock split in evaluating Mr. Chen's proposal to acquire all the Shares not beneficially owned by him, because merger is a one-step transaction structure and is most commonly used in "going-private" transactions involving China based companies. 56 Table of Contents Effects on the Company if the Merger is Not Completed If the merger agreement is not...