(English translation)

June 13, 2014
To whom it may concern,
Company Name:ZERO CO., LTD.

Representative Name:

President and CEO, Yoshi Iwashita(Code: 9028, 2nd Section of the To
kyo Stock Exchange)

Contact Person:

Director, Takero Kitamura(TEL. 044-520-0106)

Zero Announces Result of Tender Offer of Shares of ZERO
by Zenith Logistics Limited
and Corresponding Change of Parent Company, Other Affiliated Company and, Main andLargest Shareholder
ZENITH LOGISTICS LIMITED (the “Tender Offeror”) commenced the Tender Offer of sharesof ZERO (“The Company”) from May 16, 2014. As the Tender Offer Period ended on June 12,2014, the Company hereby announces the results of the Tender Offer.
The Company hereby also announces the parent company, other affiliated company and, mainand largest shareholder will be changed on June 19, 2014 in accordance with the result of theTender Offer.
Particulars

Ⅰ Result of Tender Offer
The Company was informed by the Offeror the result of Tender Offer as the attached disclosure
titled “Announcement on Result of Tender Offer of Shares of ZERO CO., LTD. (Securities
Code 9028)”.

Ⅱ Corresponding change of parent company, other affiliated company and, main and largest
shareholder

1

(English translation)

1.

Date of Change
June 19, 2014 (Payment start-up date)2.

Outline of Change

The Offeror announced the Tender Offer on May 15 2014. The Tender Offer was executedfrom May 16 2014 to June 12 2014. The Company was informed that since the total number ofthe share certificates etc. offered to sell in response to the Tender Offer (4,781,302 shares)
reached to the minimum number of shares scheduled for the purchase (1,896,000 shares) but did
not exceed the maximum number of shares scheduled for the purchase (4,802,000 shares), all theshare certificates etc. offered to sell was purchased as stated in the public notice on thecommencement of Tender Offer and the Tender Offer Notification.
As a result, upon the completion of payment for this Tender Offer, the Tender Offeror will be
the main and largest shareholder, and other affiliated company of the Company, as of June 19
2014 (Tender Offer payment start-up date). In accordance with this change, Advanced Pacific
Holdings Limited and TC Motor Pacific Limited, the Offeror’s parent companies, will bedeemed as the Company’s other affiliated companies, as they will acquire the Company’s shareindirectly through the Offeror. Tan Chong International Limited (“TCIL”), a parent company of
the Offeror, will be the Company’s parent company, since TCIL will acquire more than 50% of
the Company’s voting shares through its affiliated companies including the Offeror(“TCIL
group” for TCIL and it’s affiliated companies). As a result, Zenith Logistics Pte. Limited, actual
main and largest shareholder of the Company will not be deemed as the main and largest
shareholder of the Company.

３. Outline of the shareholder to be transferred(1) Outline of the shareholder to be the main and largest shareholder and other affiliatedcompany(1) Company Name
(2) Location(3) Title & Name ofRepresentative

Zenith Logistics Limited
Unit1211-14 Shui On Centre, 6-8 Harbour Road Wanchai,Hong Kong
Director, Ong Yong Loke, Joseph(4) Business Description

To acquire and hold ZERO Stock(5) Capital Amount

HKD100(6) Establishment Date

April 8, 2014

(7) Net asset

HKD100 (as of April 8, 2014)2

(English translation)(8) Gross asset

HKD100 (as of April 8, 2014)(9) Major Shareholders andAdvance Pacific Holdings Limited

80.0%

Shareholding Ratios

Zenith Logistics Pte. Limited

20.0%(10) Relationships between the Listed Company and the Tender Offeror
Zenith Logistics Pte. Limited which is a related company
Capital Relationshipof the Tender Offeror holds 3,915,400 shares of ZERO
Stock (shareholding ratio (note 1): 22.91%).

Personal RelationshipOne director of TCIL which is a parent company of theTender Offeror is also a director of ZERO.
TCIL Group and Zero Group are in business alliancerelationship, through, for example, establishing a joint

Business Relationshipventure in Singapore for the purpose of developing in the
ASEAN region transportation and automobile business, andexecuting shareholders agreement concerning thedevelopment of automobile business in the ASEAN region.

[Note 1] The Shareholding Ratio is the holding ratio to 17,092,531 shares as the result of the total
17,560,242 shares in issue of Zero Stock as of March 31, 2014 as stated in the Summaryof Financial Results for the 3rd Quarter of the Fiscal Year ending in June 2014 (Japan
Standards) (consolidated) announced by Zero on May 15, 2014 minus 467,711 treasury
shares held by Zero itself as of March 31, 2014. The ratio was rounded off to two decimal
places and the same rule shall apply to Shareholding Ratio hereinafter.
(2)

Outline of the shareholder to be other affiliated company(1) Company Name
(2) Location(3) Title & Name ofRepresentative

Advance Pacific Holdings Limited
Unit13001 Shui On Centre, 6-8 Harbour Road Wanchai,Hong Kong
Director, Sng Chiew Huat

(4) Business Description

Investor(5) Capital Amount

HKD8,500,000(6) Establishment Date

March 19, 1992

(7) Net asset

HKD 145,176,000 (as of April 30,2014)(8) Gross asset

HKD 212,812,000 (as of April 30,2014)(9) Major Shareholders and

TC Motor Pacific Limited

Shareholding Ratios

3100.0%

(English translation)(10) Relationships between the Listed Company and the Tender Offeror
Zenith Logistics Pte. Limited which is a related company
Capital Relationshipof the Tender Offeror holds 3,915,400 shares of ZERO
Stock (shareholding ratio: 22.91%).

Personal RelationshipOne director of TCIL which is a parent company of theTender Offeror is also a director of ZERO.
TCIL Group and Zero Group are in business alliancerelationship, through, for example, establishing a joint

Business Relationshipventure in Singapore for the purpose of developing in the
ASEAN region transportation and automobile business, andexecuting shareholders agreement concerning thedevelopment of automobile business in the ASEAN region.

(3)

Outline of the shareholder to be an other affiliated company(1) Company NameTC Motor Pacific Limited(2) Location

Road Town, Tortola, PO Box 3340, British Virgin Islands(3) Title & Name ofRepresentative

Director, Sng Chiew Huat

(4) Business Description

Investor(5) Capital Amount

HKD5,320,000(6) Establishment Date

February 18, 1997

(7) Net asset

HKD 37,775,000 (as of April 30,2014)(8) Gross asset

HKD 37,789,000 (as of April 30,2014)(9) Major Shareholders andTang Chong International Limited

100.0%

Shareholding Ratios(10) Relationships between the Listed Company and the Tender Offeror
Zenith Logistics Pte. Limited which is a related company
Capital Relationshipof the Tender Offeror holds 3,915,400 shares of ZERO
Stock (shareholding ratio): 22.91%).

Personal RelationshipOne director of TCIL which is a parent company of theTender Offeror is also a director of ZERO.

4

(English translation)

TCIL Group and Zero Group are in business alliancerelationship, through, for example, establishing a joint
Business Relationshipventure in Singapore for the purpose of developing in the
ASEAN region transportation and automobile business, andexecuting shareholders agreement concerning thedevelopment of automobile business in the ASEAN region.

(4)

Outline of the shareholder to be the parent company(1) Company Name
(2) Location(3) Title & Name ofRepresentative

Tang Chong International Limited
Clarendon House, 2 Church Street, Hamilton HM11,
BermudaChairman, Tang Eng Soon

(4) Business Description

Manufacture, distribution and sales of motor vehicles(5) Capital Amount

HKD1,006 million(6) Establishment Date

March 19, 1997

(7) Net asset

HKD 11,023 million (as of December 31,2013)(8) Gross asset

HKD 14,803 million (as of December 31,2013)(9) Major Shareholders andTang Chong Consolidated Sdn, Bhd.

35.06%

Shareholding Ratios

Promenade Group Limited

15.00%(10) Relationships between the Listed Company and the Tender Offeror
Zenith Logistics Pte. Limited which is a related company
Capital Relationshipof the Tender Offeror holds 3,915,400 shares of ZERO
Stock (shareholding ratio): 22.91%).

Personal RelationshipOne director of TCIL which is a parent company of theTender Offeror is also a director of ZERO.
TCIL Group and Zero Group are in business alliancerelationship, through, for example, establishing a joint
venture in Singapore for the purpose of developing in theBusiness Relationship

ASEAN region transportation and automobile business, andexecuting shareholders agreement concerning thedevelopment of automobile business in the ASEAN region.
The capital and business alliance agreement between TCIL
and the Company was concluded on May 15, 2014.

5

(English translation)(5)

Outline of the shareholder which will not be deemed as the main and largest shareholder(1) Company Name

Zenith Logistics Pte. Limited(2) Location

911 Bukit Timah Road, Singapore 589622, Singapore(3) Title & Name of

Director, Sng Chiew Huat

Representative(4) Business Description

Investor, Transportation(5) Capital AmountSGD 350,000(6) Establishment Date

June 7, 1978

(7) Net asset

SGD -4,476,000 (as of April 30,2014)(8) Gross asset

SGD 33,571,000 (as of April 30,2014)(9) Major Shareholders andTang Chong and Sons Motor Co(s) Pte. Ltd.

100%

Shareholding Ratios(10) Relationships between the Listed Company and the Tender Offeror
Zenith Logistics Pte. Limited which is a related company
Capital Relationshipof the Tender Offeror holds 3,915,400 shares of ZERO
Stock (shareholding ratio): 22.91%).

Personal RelationshipOne director of TCIL which is a parent company of theTender Offeror is also a director of ZERO.
TCIL Group and Zero Group are in business alliancerelationship, through, for example, establishing a joint

Business Relationshipventure in Singapore for the purpose of developing in the
ASEAN region transportation and automobile business, andexecuting shareholders agreement concerning thedevelopment of automobile business in the ASEAN region.

4. Number and Ratio of Voting Rights held by relevant shareholders(1) Zenith Logistics Limited
Number of voting rights

Before thechangeAfter thechangeMain and largest
shareholder, and otheraffiliated company

Shareholder(%)

Shareholder typeranking

Directshareholdings-

Shareholdings
to be combined
-

(- %)

(- %)

(- %)

47,813 rights-

47,813 rights(27.97%)(-%)(27.97%)

6

Total
-

1

(English translation)(2) Advance Pacific Holdings Limited
Number of voting rights(%)

Shareholder type

Before thechangeAfter thechangeOther affiliatedcompany (indirect
holding of theCompany’s share)

Shareholder
ranking

Directshareholdings-

Shareholdings
to be combined
-

(- %)

(- %)

(- %)

-

4,7813 rights

47,813 rights

(-%)

(-%)

(27.97%)

Total
-

-

-

(3) TC Motor Pacific Limited
Number of voting rights

Before thechangeAfter thechangeOther affiliatedcompany (indirect
holding of theCompany’s share)

Shareholder(%)

Shareholder typeranking

Directshareholdings-

Shareholdings
to be combined
-

(- %)

(- %)

(- %)

-

4,7813 rights

47,813 rights

(-%)

(-%)

(27.97%)

Total
-

-

-

(4) Tang Chong International Limited
Number of voting rights

Before thechangeAfter thechangeOther affiliatedcompany (indirect
holding of theCompany’s share)
Parent company(indirect holding of
the Company’s share)

Shareholder(%)

Shareholder typeranking

Directshareholdings

Shareholdings
to be combined

Total

-

39,154 rights

39,154 rights(- %)(22.91%)(22.91%)-

86,967 rights

86,967 rights(-%)(50.88%)(50.88%)7--

(English translation)(5) Zenith Logistics Pte. Limited
Number of voting rights

Before thechangeAfter theMain and largest
shareholder, and otheraffiliated company
Other affiliatedcompanychangeShareholder(%)

Shareholder typeranking

Directshareholdings
39,154 rights

Shareholdings
to be combined-

39,154 rights(22.91%)(- %)(22.91 %)39,154 rights-

39,154 rights(22.91%)(- %)(22.91 %)Total[Note 1]The “Percentage of voting rights out of the total number of voting rights” before andafter the change is calculated based on 170,925 voting rights, which is obtained by the
total number of voting rights of all shareholders as set forth in the 68th Term - Third
Quarter Report filed by the Company on May 15, 2014 (based on the number of sharesof 1 unit as 100 shares) , adding 15 voting rights from the shares less than one unit
corresponding to 1,531 shares as of December 31, 2013 with a deduction of 11 treasury sharesfrom 1,542 shares as of December 31, 2013 , stated on the Quarter Report mentioned above.
[Note2] The above “Percentage of voting rights out of the total outstanding voting rights” wasrounded off to two decimal places.
5. Changes for unlisted parent company to be disclosed
Not applicable
6. Future Prospects
After the completion of the Tender Offer, the Company will be a consolidated subsidiary of
TCIL. However, the Company and the Offeror share a common understanding on a policy tomaintain the listing of Company Stock after the Tender Offer, as stated in the “Announcementof Position for Tender Offer of Shares of the Company by Zenith Logistics Limited and Capitaland Business Alliance with Tan Chong International Limited”, disclosed on May 15, 2014.
Any impact to the Company performance from the change of parent company, other affiliatedcompany and main and largest shareholder will be immediately disclosed upon occurrence ofany matter to be publicized.
END(Reference information) Public Announcement by the Tender Offeror (as attached)812

(English translation)

June 13, 2014
To whom it may concern,
Zenith Logistics Limited
Director
Ong Yong Loke Joseph
Announcement on Result of Tender Offer of Shares of ZERO CO., LTD.
(Securities Code 9028)
Zenith Logistics Limited (the “Zenith” or the “Tender Offeror”) decided on May 15, 2014 toacquire common stocks of ZERO CO., LTD. (the “Target Company”; the securities code: 9028
as listed on the Second Section of Tokyo Stock Exchange, Inc.) through tender offer pursuant to
the Financial Instruments and Exchange Act (Law No. 25 of 1948 as amended; “Law”) (the“Tender Offer”) and commenced the Tender Offer from May 16, 2014. Now, the Tender Offeror
hereby makes an announcement of that the Tender Offer finished as of June 12, 2014.
Particulars
1. Outline of the Purchase, etc.
(1) Name and Location of the Tender Offeror
Zenith Logistics Limited
Unit1211-14 Shui On Centre, 6-8 Harbour Road Wanchai, Hong Kong
(2) Name of the Target Company
ZERO CO., LTD.
(3) Type of Share Certificates, etc.
Common shares(4) Number of Share Certificates, etc. Scheduled to be Purchased
Number of Shares Scheduled Minimum Number ofto be Purchased
Shares Scheduled to be
Purchased
4,802,000 (shares)
1,896,000 (shares)

9

Maximum Number of
Shares Scheduled to be
Purchased
4,802,000 (shares)

(English translation)(Note 1)

If the total number of the share certificates etc. offered to sell is less than theminimum number of shares scheduled to be purchased (1,896,000 shares), no
share certificate etc. offered to sell will be purchased.

If the total number ofthe share certificates etc. offered to sell exceeds the maximum number of shares
scheduled to be purchased (4,802,000 shares), all or part of the number of sharesequivalent to such excess will not be purchased and, the delivery or othersettlement will be conducted with respect to the purchase of share certificates,etc. on a pro-rata basis as provided in Article 27-13, Paragraph 5 of the Law and
Article 32 of the Cabinet Office Order Regarding Disclosure of Tender Offers for
Share Certificates, Etc. by Non-Issuers (Ministry of Finance Order No. 38 of
1990, as amended; the “Cabinet Office Order” ).
(Note 2)

Shares less than one unit are also subject to the Tender Offer. Please note, whena shareholder exercises his/her right to demand purchase of shares less than one
unit pursuant to the Companies Act (Law No. 86 of 2005, as amended), theTarget Company may purchase the shares issued by itself during the tender offer
period in accordance with the applicable statutory procedures.

(Note 3)

The treasury shares held by the Target Company will not be purchased through theTender Offer.

(5) Period of Purchase, etc.
(i) Period of Purchase, etc. as of the filing date of the Notification
From May 16, 2014 (Friday) through June 12, 2014 (Thursday) (20 Business Days)(ii) Possibility of Extension Pursuant to Request by the Target Company
Pursuant to the provision of Article 27-10, Paragraph 3 of the Law, if the Target
Company filed its position statement to the effect that it requested the extension of theTender Offer Period, the Tender Offer Period shall have been extended to the period of
30 Business Days ending on June 26, 2014 (Thursday); however, there was no extension
made.
(6) Price of Purchase, etc.
JPY 830 per 1 share of common stock10

(English translation)

2.

Result of the Purchase, etc.

(1)

Outcome of Tender OfferAt the Tender Offer, since the total number of the share certificates etc. offered to sell in
response to the Tender Offer (4,781,302 shares) reached to the minimum number of shares
scheduled for the purchase (1,896,000 shares) but did not exceed the maximum number ofshares scheduled for the purchase (4,802,000 shares), all the share certificates etc. offered
to sell will be purchased as stated in the public notice on the commencement of Tender
Offer and the Tender Offer Notification.

(2) Date of Public Notice of Result of Tender Offer and Newspaper Listing Public Notice
In accordance with Article 27-13, Paragraph 1 of the Law, the result of Tender Offer was
made public to the press on June 13, 2014 by the method set forth in Article 9-4 of theOrder for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No.
321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order.
(3)

Number of Share Certificates, etc. Purchased

Type of Share Certificate, etc.

Share Certificate

Number of sharecertificates, etc. offered tosell converted in thenumber of shares
4,781,302 shares

Number of purchased
share certificates, etc.
converted in the number ofshares4,781,302 shares- shares- shares- shares- shares- shares- shares- shares- shares

4,781,302 shares

4,781,302 shares-(- shares)

Share Option Certificates
Certificates of Bonds with Share
OptionCertificate of BeneficiaryInterests in Trust for Share
Certificates, Etc.
()

Depositary Receipts for Share
Certificates, Etc.
(

)

Total
(Total number of Dilutive Share
Certificates, etc)

11

(English translation)(4)

Ownership Percentage after the Purchase, etc.

Number of Voting Rights(Percentage ofRepresented by Share Certificates,- voting rights

etc. Owned by the Tender Offeror

Ownership of Shares, etc.
before the Purchase, etc.:

before the Purchase, etc.

- %)Number of Voting Rights(Percentage ofRepresented by Share Certificates,etc. Owned by Special Related

39,154 voting rights

Ownership of Shares, etc.
before the Purchase, etc.:

Parties before the Purchase, etc.

22.91 %)

Number of Voting Rights(Percentage ofRepresented by Share Certificates,etc. Owned by the Tender Offeror

47,813 voting rights

Ownership of Shares, etc.
after the Purchase, etc.:

after the Purchase, etc.

27.97 %)

Number of Voting Rights(Percentage ofRepresented by Share Certificates,etc. Owned by Special Related

39,154 voting rights

Parties after the Purchase, etc.

Ownership of Shares, etc.
after the Purchase, etc.:
22.91%)The Number of Voting Rights of
the Total Number of Shareholders

170,910 voting rightsof the Target Company(Note 1)The “Number of Voting Rights Represented by Share Certificates, etc. Owned bySpecial Related Parties before the Purchase, etc.” and the “Number of Voting
Rights Represented by Share Certificates, etc. Owned by Special Related Parties
after the Purchase, etc.” are the respective total numbers of voting rights
represented by share certificates, etc. owned by each Special Related Party(however, excluding the share certificates, etc. owned by persons excluded fromthe category of Special Related Parties pursuant to Article 3, Paragraph 2, Item 1of the Cabinet Office Order for the purpose of calculation of the percentage ofownership of shares, etc. as listed in each item of Article 27-2, Paragraph 1 of the
Law).

(Note 2)The “Number of Voting Rights of the Total Number of Shareholders of the Target
Company” is the total number of voting rights of all shareholders as of December
31, 2013 as set forth in the 68th Term - Third Quarter Report filed by the Target
Company on May 15, 2014 (based on the number of shares of 1 unit as 100
shares). However, at t he Tender Off er, since the shares less than one unit12

(English translation)

were also subject to the p u r c h a s e , in calculating the “ Percentage ofOwnership of Shares, etc. before the Purchase, etc.,” and the “Percentage ofOwnership of Shares, etc. after the Purchase, etc.,” the “Number of Voting Rightsof the Total Number of Shareholders of the Target Company” is deemed to be
170,925, which is obtained by adding the number of the voting rights (15 voting
rights) corresponding to the number of shares less than one unit (1,531 shares) which is
obtained by deducting the treasury shares less than one unit (11 shares) as of December
31, 2013 from the shares less than one unit (1,542 shares) as of December 31, 2013 asstated on the Quarter Report mentioned above.
(Note 3)The “Percentage of Ownership of Shares, etc. before the Purchase, etc.” and the“Percentage of Ownership of Shares, etc. after the Purchase, etc.” are rounded off
to the second decimal places.

(5)

Calculation in the case of Purchase, etc. on a Pro-rata Basis
Not applicable.

(6)

Settlement Method(i) Name and the Location of the Head Office of a Financial Instruments Business
Operator or a Bank, etc. handling the Settlement of the Purchases, etc.
Tokai Tokyo Securities Co., Ltd.
7-1, Meieki 4-chome, Nakamura-ku, Nagoya-shi, Aichi Prefecture(ii)

Settlement Start Date
June 19, 2014 (Thursday)(iii)

Settlement Method
A notice on purchase under the Tender Offer will be mailed to the address of the
Applicant Shareholder, Etc. (or, in the case of Foreign Shareholders, the Standing
Proxies) without delay after the closing of the Tender Offer Period. Purchase will
be settled in cash. The tender offer agent will remit proceeds pertaining to thesale of shares to the bank account designated by Applicant Shareholder, Etc. (or, inthe case of Foreign Shareholders, their Standing Proxies) without delay after
settlement begins in accordance with instructions made by the Applicant
Shareholder, Etc. (or, in the case of Foreign Shareholders, their Standing Proxies).

13

(English translation)

3.

Policies after the Tender Offer and Future Prospects
Policies, etc. after the Tender Offer have remained the same as stated in“Announcement on Commencement of Tender Offer of Shares of ZERO CO., LTD.
(Securities Code 9028)” publicized on May 15, 2014 by Zenith.

4.

Location at which the Tender Offer Report is Available for Public Inspection
Tokyo Stock Exchange, Inc. (2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)
END

14