2014

Pansoft Prepares to Complete BVI Registration of Merger; Accepts Independent Directors' Resignations

JINAN, China, Oct. 31, 2012 /PRNewswire/ -- Pansoft Company Limited (NASDAQ: PSOF) ("Pansoft" or the "Company"), a leading ERP software service provider for the oil and gas industry in China, today announced that the Company has filed its merger agreement and the related board resolutions with the Corporate Registry of British Virgin Islands ("BVI") to complete the proposed merger among Pansoft Company Limited, Timesway Group Limited and Genius Choice Capital Limited (the "Merger").  Following the completion of the merger, Pansoft will become a privately held company and Pansoft shares of common stock will no longer be traded on The NASDAQ Capital Market. Pansoft stockholders approved the Merger at an extraordinary meeting of stockholders held on September 26, 2012.

The Merger will become effective upon the completion of the merger registration with the BVI Corporate Registry. The Company currently expects to receive confirmation of such registration within a week, subject to timing variance in the internal procedures of the BVI Corporate Registry. In addition, the Company intends to commence the payment of merger considerations to its stockholders immediately after the effective date of the Merger.

As a part of the Merger registration process with the BVI Corporate Registry, the independent directors of the Board of Directors of Pansoft were required to resign.  Accordingly, the following directors have submitted, and the Company has accepted, their resignations, effective as of October 23, 2012:

Dr. Paul Gillis
Mr. Samuel Shen
Mr. Tony Luh

"We appreciate the excellent service by and advice from our independent directors," Mr. Hugh Wang, Chairman of Board, said, "Their professionalism and expertise significantly improved the Company's operations and legal compliance with applicable rules and regulations in the U.S., and added great value to the Company and its stockholders."

About Pansoft Company Limited

Pansoft is a leading enterprise resource planning ("ERP") software and professional services provider for the oil and gas industry in China.  Its ERP software offers comprehensive solutions for various business operations including accounting, order processing, delivery, invoicing, inventory control, and customer relationship management. For more information, go to Pansoft's website at http://www.pansoft.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements concerning Pansoft Company Limited, which include but are not limited to, statements regarding Pansoft's ability to maintain leadership as a provider of ERP software and services for the oil and gas industry in China, the approval of filings made in the British Virgin Islands and successful completion of the merger and related payments.  The actual results may differ materially depending on a number of risk factors including but not limited to, the following: general economic and business conditions, development, shipment and market acceptance of products, additional competition from existing and new competitors, changes in technology or product techniques, the Company's ability to successfully integrate acquisitions, its ability to repurchase shares, share-repurchase plans, and various other factors beyond its control.  All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 20-F, as amended.  Pansoft Company Limited undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

Company Contact:

Pansoft Company Limited

Allen Zhang, Chief Financial Officer

Phone: +86-531-8887-4455

E-mail: allen.zhang@pansoft.com


SOURCE Pansoft Company Limited




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