BEIJING May 21, 2012 China Weidong Hong $3.80
Yingjun Li Yingjun Li
About Yucheng Technologies Limited
Beijing, China China www.yuchengtech.com
Cautionary Note Regarding Forward-Looking Statements
The information contained in this document is as of May 21, 2012 . Yucheng assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments.
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Forward-looking statements generally can be identified by the use of forward looking terminology, such as ” may, ” ” will, ” ” expect, ” ” intend, ” ” estimate, ” ” anticipate, ” ” believe, ” ” project ” or ” continue ” or the negative thereof or other similar words. Such forward-looking statements, based upon the current beliefs and expectations of Yucheng ‘ s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: current dependence on the PRC banking industry demand for the products and services of Yucheng; competition from other service providers in the PRC and international consulting firms; the ability to update and expand product and service offerings; retention and hiring of qualified employees; protection of intellectual property; creating and maintaining quality product offerings; and operating a business in the PRC with its changing economic and regulatory environment. A further list and description of these risks, uncertainties, and other matters can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2011, and in our interim current reports on Form 6-K filed with the United States Securities and Exchange Commission and available at www.sec.gov .
Exhibit A: Text of the Proposal
Dear members of the board of directors:
$3.80 May 18, 2012
The terms and conditions upon which I am prepared to pursue the Acquisition are set forth below. I am confident that an Acquisition can be closed on the basis as outlined in this letter.
I intend to finance the Acquisition with a combination of equity and debt capital. Equity financing would be provided from my existing share holdings in the Company. I have also held preliminary discussions with China Everbright Investment Management Ltd. ("Everbright"), and may make agreements with them relating to possible investments in the Acquisition. I expect to secure commitments for required equity and/or debt financing, subject to the terms and conditions set forth therein, when the Definitive Agreements (as defined below) are executed.
At this time I have not made any arrangement whatsoever with any other stockholders of the Company, Everbright or any other potential source of equity or debt financing for the Acquisition, and I do not propose to make any commitment prior to reaching transaction terms approved by the board of directors of the Company.
Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. I would like to ask the board of directors of the Company to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of equity and debt financing under a customary form of confidentiality agreement.
I am prepared to negotiate and finalize definitive agreements (the "Definitive Agreements") providing for the Acquisition and related transactions very promptly. These documents will provide for covenants and conditions typical and appropriate for transactions of this type.
I intend to file promptly a Schedule 13D to disclose this Proposal and my intention as discussed with the board of directors of the Company. However, I am sure you will agree that it is in all of our interests to proceed in a confidential manner, other than as required by law, until Definitive Agreements have been executed or we have terminated our discussions.
I believe that the Acquisition will provide superior value to the Company’s public stockholders. I recognize that the board of directors of the Company will evaluate the Proposal independently before it can make its determination to endorse the Acquisition. Given my involvement in the proposed Acquisition, I also recognize that independent members of the board of directors will proceed to consider the proposed Acquisition. In considering my offer, you should be aware that I am interested only in acquiring the ordinary shares of the Company that I and my affiliates do not already own, and that we do not intend to sell our stake in the Company to a third party.
No Binding Commitment
This Proposal does not constitute any binding commitment with respect to the Acquisition or any other transaction. Any commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.
In closing, I would like to personally express my sincerity to work with the board of directors of the Company to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding these matters, please do not hesitate to contact me.
SOURCE Yucheng Technologies Limited