LIMITED GUARANTYLimited Guaranty • December 27th, 2012 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
Limited Guaranty, dated as of December 24, 2012 (this “Limited Guaranty”), by Mr. Liangsheng Chen, PRC ID No. XXXXX (the “Guarantor”), in favor of SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among BRILLIANT STRATEGY LIMITED, BRILLIANT ACQUISITION LIMITED and SYSWIN INC. Dated as of December 24, 2012Agreement and Plan of Merger • December 27th, 2012 • SYSWIN Inc. • Real estate agents & managers (for others) • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 24, 2012 among Brilliant Strategy Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Brilliant Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
COMMITMENT LETTER December 24, 2012SYSWIN Inc. • December 27th, 2012 • Real estate agents & managers (for others) • New York
This letter agreement sets forth the commitment of Mr. Liangsheng Chen (the “Founder”), subject to the terms and conditions contained herein, to invest in Brilliant Strategy Limited, a British Virgin Islands business company (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SYSWIN Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent, and Brilliant Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed
