ProtoPROTO CORPORATION


News ReleaseNews Release

March 14, 2013
Notice Regarding Acquisition of Shares of CARS@SVTA PTE. LTD. (Make It a Subsidiary)

At the board of directors’ meeting held on March 14, 2013, it was decided that PROTO SINGAPORE Pte. Ltd. (referred to as Proto Singapore below), a consolidated subsidiary of the company, would acquire new shares allocated to a third party from CARS@SVTA PTE. LTD. (CARS@SVTA) and make CARS@SVTA a consolidated subsidiary as described below.


1. Reason for Acquisition of Shares

Starting with the acquisition as a subsidiary of MTM Multimedia Sdn. Bhd. (now PROTO MALAYSIA Sdn. Bhd.), a used automobile-related information business in Malaysia, the Company was working on a more rapid and aggressive expansion into automobile-related businesses in the Southeast Asian market, and in May of last year Proto Singapore was established in the Republic of Singapore (Singapore) and engaged in market research and negotiations with possible M&A target companies.
 Proto Singapore acquired new shares allocated to a third party from CARS@SVTA, which was established by a committee member of the SINGAPORE VEHICLE TRADERS ASSOCIATION (SVTA), and made CARS@SVTA a consolidated subsidiary.
 SVTA was established in 1972 with the goal of making used automobile transactions in Singapore run more smoothly and has contributed to making the used automobile market in Singapore more active in the 40 years since establishment. With over 60% of domestic used automobile dealers being members of SVTA, SVTA continues to contribute to expanding the used automobile market as one of the largest non-profit organizations in the country. While not currently directly involved in business activities, CARS@SVTA, which was established to support sales by automobile dealers of SVTA member, plans to expand business scope in the future by using the IT business know-how of the Group.
 With the acquisition of CARS@SVTA as a subsidiary, the Group plans not only on rapidly establishing an automobile related information business in Singapore but also on growing these businesses even further in the global market.

2.Method for Transfer

Proto Singapore will acquire new shares allocated to a third party by CARS@SVTA.

3.Overview of Company to Be Acquired
(1)   Business Name CARS@SVTA PTE. LTD.
(2)   Head Office Location 61 Ubi Avenue 2, #06-04/05 Automobile Megamart, Singapore
(3)   Name and Title of
       Representative
Chief Executive Officer: Wong Siu Ming
(4)   Business Areas Sales support for used automobile dealers
(5)   Amount of Capital S$ 1,000
(6)   Date of Establishment July 26, 2010
(7)   Major Shareholders and
      Shareholding Ratio
Kok Pak Weng   50%
Tay Buang Kim   50%
(8)   Relationship between
     CARS@SVTA and the
     Company
Capital Ties Not applicable
Personal
Relationships
Not applicable
Trade
Relationships
Not applicable
Relevance to Concerned
Parties
Not applicable
(9)   Business Performance and Financial Situation of CARS@SVTA over the Last Three Years
  Year Ended
December 31, 2010
(S$)
Year Ended
December 31, 2011
(S$)
Year Ended
December 31, 2012
(S$)
Net Assets (38,626) 64,211 20,157
Total assets 17,304 138,431 23,235
Net Assets per Share (38.6) 64.2 20.1
Revenue (Equivalent to Sales) - 203,741 18,109
Net Profit(Equivalent to Net Income) (39,626) 102,837 (43,555)
Net Income per Share (39.6) 102.8 (43.5)
Dividends per Share - - -

Note: S$1 = About \77
Note: The figures for the year ended December 2012 are from before finishing the accounting audit.

4.Overview of Consolidated Subsidiary to Acquire New Shares Allocated to a Third Party
(1)   Business Name PROTO SINGAPORE Pte. Ltd.
(2)   Head Office Location 20 Collyer Quay #11-03, Tung Centre Singapore
(3)   Name and Title of Representative Director: Atsuya Okimura (Managing director of the Company)
(4)   Business Areas Automobile-related information business and Internet-related information business
(5)   Amount of Capital S$ 15 million
(6)   Date of Establishment May 17, 2012
(7)   Net Assets \935 million (as of December 31, 2012)
(8)   Total Assets \936 million (as of December 31, 2012)
(9)   Major Shareholders and
      Shareholding Ratio
PROTO CORPORATION    100%
5.Number of Shares Acquired, Value of Acquisition, and Status of Stock Ownership before and after Acquisition
(1)Number of Shares Held before Transfer 0 shares
(Number of voting rights: 0)
(Ownership percentage: 0%)
(2)Number of Shares Acquired 4,000 shares
(Number of voting rights: 4,000)
(Acquisition value: S$ 4,500,000) * About \346 million
(3)Number of Shares Held after Transfer 4,000 shares
(Number of voting rights: 4,000)
(Ownership percentage: 80.0%)
(4)Basis for Calculating Acquisition Value
  The above acquisition value was calculated taking into consideration future business synergy with the PROTO
  Group.
6.Time Schedule
Corporate Resolution March 14, 2013
Due Date of Payment April 1, 2013
7.Financial Outlook
This will have no impact on the consolidated financial results for the year ending March 2013. The effect on the year ending March 2014 consolidated financial results will be announced as soon as a value is determined.


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