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SYSWIN Inc. Enters Into Definitive Agreement With Brilliant Strategy Limited And Brilliant Acquisition Limited For "Going Private" Transaction

Stocks in this article: SYSW

The merger contemplated in the Merger Agreement, which is currently expected to close around the end of the first quarter of 2013, is subject to the approval by an affirmative vote of shareholders representing two-thirds or more of the Company's ordinary shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company's shareholders which will be convened to consider the approval and adoption of the Merger Agreement and the merger, as well as certain other customary closing conditions. Parent has agreed to vote to approve the Merger Agreement and the merger. If completed, the merger will result in the Company becoming a privately-held company and its ADSs would no longer be listed on the New York Stock Exchange.

Oppenheimer & Co. Inc. is serving as financial advisor to the Special Committee. Cleary Gottlieb Steen & Hamilton LLP is serving as United States legal advisor to the Special Committee and Walkers is serving as Cayman Islands legal advisor to the Special Committee. Wilson Sonsini Goodrich & Rosati, P.C. is serving as United States legal advisor and Conyers Dill & Pearman is serving as Cayman Islands legal advisor to the Company and to Parent.  O'Melveny & Myers LLP is serving as United States legal advisor to Oppenheimer & Co. Inc.

Additional Information about the Transaction

The Company will furnish to the Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding the proposed merger, which will include the Merger Agreement and related documents. All parties desiring details regarding the proposed merger are urged to review these documents, which will be available at the SEC's website ( http://www.sec.gov).

In connection with the proposed merger, the Company will prepare and mail a proxy statement to its shareholders. In addition, certain participants in the proposed merger will prepare and mail to the Company's shareholders a Schedule 13E-3 transaction statement. These documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC's website ( http://www.sec.gov) or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:

SYSWIN Inc.9/F Syswin Building, No. 316 Nan Hu Zhong YuanChaoyang District, Beijing 100102 The People's Republic of ChinaTelephone: (8610) 8472-8783

The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be "participants" in the solicitation of proxies from shareholders with respect to the proposed merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the proposed merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.

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