Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PNQ0BgQ3e9w73MCPGuSi1UzxaHK3DGA0oeiRBIV+MN+3UgLUkzOSLITjstgUL/5j GRLG/XHYBZqp78J3B9KWzg== 0001193125-03-049229.txt : 20030915 0001193125-03-049229.hdr.sgml : 20030915 20030915080355 ACCESSION NUMBER: 0001193125-03-049229 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROSS SYSTEMS INC/CA CENTRAL INDEX KEY: 0000873594 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942170198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41628 FILM NUMBER: 03894807 BUSINESS ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7703519600 MAIL ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINADOTCOM CORP CENTRAL INDEX KEY: 0001076770 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20/F CITICORP CENTRE 18 WHITFIELD RD STREET 2: HONG KONG CITY: CAUSEWAY BAY HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 8522893820 MAIL ADDRESS: STREET 1: 20/F CITICORP CENTRE 18 WHITFIELD RD STREET 2: WANCHAI HONG KONG CITY: CAUSEWAY BAY HONG KONG STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: CHINA COM CORP DATE OF NAME CHANGE: 19990113 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

ROSS SYSTEMS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

778303107

(CUSIP Number)

chinadotcom corporation

34/F Citicorp Centre

18 Whitfield Road

Causeway Bay, Hong Kong

Attn: Company Secretary

(852) 2893-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 4, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 778303107

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1.	Name of Reporting Person: CHINADOTCOM CORPORATION	I.R.S. Identification Nos. of above persons (entities only): N/A

2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨

3.	SEC Use Only:

4.	Source of Funds (See Instructions): OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):		¨

6.	Citizenship or Place of Organization: HONG KONG

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power:

2,000

8. Shared Voting Power:

1,094,143(1)

9. Sole Dispositive Power:

2,000

10. Shared Dispositive Power:

N/A

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,094,143 (2)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨

13.	Percent of Class Represented by Amount in Row (11): 31.0% (3)

14.	Type of Reporting Person (See Instructions): CO

(1) Beneficial ownership of the common stock referred to herein is being reported hereunder solely because chinadotcom corporation may be deemed to have beneficial ownership of 1,096,143 shares of Ross Common Stock (inclusive of the outstanding 7.5% Series A Convertible Preferred Stock, par value $0.001 per share, on an as converted basis and 354,215 options to acquire shares of Ross Common Stock by the stockholders exercisable within 60 days) as a result of the Stockholder Agreements and Preferred Stockholder Agreement (each described in this Statement) among chinadotcom corporation and certain stockholders of Ross. The Stockholder Agreements and Preferred Stockholder Agreement also apply to shares of Ross Common Stock that may be acquired by the stockholders party to such Agreements pursuant to the exercise of options beyond 60 days or otherwise, and in the aggregate amount to 401,215 options to acquire Ross Common Stock, as described in such Agreements. The filing of this Statement shall not be construed as an admission that chinadotcom corporation is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of any of the shares of Ross Common Stock subject to the Stockholder Agreements or Preferred Stockholder Agreement.

(2) The aggregate amount includes 2,000 shares of Ross Common Stock owned by chinadotcom corporation and the shares of Ross Common Stock described in Note (1) above.

(3) The calculation of the percentage of Ross Common Stock beneficially owned is based on the number of shares of Ross Common Stock (inclusive of the outstanding 7.5% Series A Convertible Preferred Stock, par value $0.001 per share, on an as converted basis and 354,215 options to acquire shares of Ross Common Stock by the stockholders exercisable within 60 days) as represented by Ross in the Merger Agreement (described in this Statement). Assuming the stockholders exercise options to acquire an aggregate of 401,215 shares of Ross Common Stock (which includes all options to acquire shares of Ross Common Stock by the stockholders, whenever exercisable), such percentage would be 31.9%. Based upon the number of shares of Ross Common Stock outstanding as of September 4, 2003 and excluding shares of Ross Common Stock which may be acquired by the stockholders upon the exercise of options, the percentage or Ross Common Stock beneficially owned would be 23.3%.

Item 1.

Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (inclusive of the outstanding 7.5% Series A Convertible Preferred Stock, par value $0.001 per share, on an as converted basis) (collectively, the “Ross Common Stock”), of Ross Systems, Inc., a Delaware corporation (“Ross” or the “Issuer”). The Issuer’s principal executive offices are located at Two Concourse Parkway, Suite 800, Atlanta, Georgia 30328.

Item 2.

Identity and Background.

(a) This Statement is being filed by chinadotcom corporation (“chinadotcom” or the “Reporting Person”), a company organized under the laws of the Cayman Islands.

(b) The address of the principal office of the Reporting Person is 34/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong.

(c) The principal business of chinadotcom is to be an integrated enterprise solutions and software company offering technology, markeing, mobile and portal services for companies throughout Greater China and the Asia-Pacific region, the United States and the United Kingdom. The address of the principal business of the Reporting Person is 34/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong.

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding.

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) residence or business address, (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and (d) citizenship, of each executive officer and director of the Reporting Person.

During the last five years, to the knowledge of the Reporting Person, none of the Reporting Person’s directors or executive officers, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3.

Source and Amount of Funds or Other Considerations.

On September 4, 2003, chinadotcom, CDC Software Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of chinadotcom (“Merger Sub”), and Ross entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the Merger Agreement, and subject to the conditions set forth therein (including approval of the stockholders of Ross and regulatory approvals), Merger Sub will (unless otherwise provided for under the Merger Agreement) merge with and into Ross, with Ross as the surviving corporation (the “Merger”). As a result of the Merger, each issued and outstanding share of Ross Common Stock, other than those shares of Ross Common Stock held by chinadotcom, Merger Sub, any other subsidiary of chinadotcom, Ross or any subsidiary of Ross, will be converted into the right to receive (a) the number of shares of chinadotcom Common Shares, par value $0.00025 per share (the “chinadotcom Common Shares”), determined by dividing $14.00 by the average closing price of chinadotcom Common Shares on Nasdaq during the ten consecutive trading days ending on the trading day that is two trading days prior to the effective time; provided such price shall not be greater than $10.50 or less than $8.50 and (b) $5.00 cash. chinadotcom expects to obtain the necessary funds to pay the cash portion of the consideration from available cash and working capital.

As an inducement to chinadotcom to enter into the Merger Agreement and in consideration thereof, certain stockholders (the “Common Stockholders”) and a preferred stockholder (the “Prefered Stockholder”) of Ross, certain of whom are officers and directors of Ross (each, a “Stockholder” and collectively, the “Stockholders”) entered into Stockholder Agreements and a Preferred Stockholder Agreement with chinadotcom (together, the “Voting Agreements”). In addition, the Stockholders granted to chinadotcom, acting through its board of directors, an irrevocable proxy with respect to the shares (and options, upon the exercise of such Stockholders’ rights thereof to acquire to Ross Common Stock) covered by the Voting Agreements.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements included as Exhibits 1, 2, 3, 4 and 5, to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 4.

Purpose of Transaction.

As described in Item 3 above, pursuant to the Merger Agreement and subject to the conditions set forth therein (including approval of the Merger by stockholders of Ross and regulatory approvals), Merger Sub will (unless otherwise provided for under the Merger Agreement) merge with and into Ross and Ross will become a wholly owned subsidiary of chinadotcom. Once the Merger is consummated, Merger Sub will cease to exist as a corporation and all of the business, assets, liabilities and obligations of Merger Sub will be merged into Ross with Ross remaining as the surviving corporation (the “Surviving Corporation”).

As an inducement to chinadotcom to enter into the Merger Agreement and in consideration thereof, chinadotcom and the Stockholders entered into the Voting Agreements. Each Stockholder has, by its execution of the Voting Agreements, agreed that, prior to any termination of the Voting Agreements, at any meeting of the stockholders of Ross, however called, such Stockholder will (a) vote the covered preferred shares (in the case of the Preferred Stockholder) and/or any covered shares (in the case of the Preferred Stockholder and Common Stockholders) in favor of the Merger and any other matter necessary for consummation of the Merger transactions, and (b) vote the covered preferred shares (in the case of the Preferred Stockholder) and/or any covered shares (in the case of the Preferred Stockholder and Common Stockholders) against any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other business combination between Ross and any other person (other than the Merger). The Preferred Stockholder and the Common Stockholders granted to chinadotcom a proxy to vote the covered preferred shares (in the case of the Preferred Stockholder) and/or any covered shares (in the case of the Preferred Stockholder and Common Stockholders as indicated in the preceding sentence (the “Proxy”).

The Preferred Stockholder has also agreed under the Preferred Stockholder Agreement to deliver to the Company, immediately prior to the effective time of the Merger, (a) any and all stock certificates representing the covered preferred shares, and (b) a validly executed notice of conversion requesting the conversion of the covered preferred shares into common stock.

Each of the Voting Agreements will terminate on the first to occur of (1) the effective time of the Merger, (2) the termination of the Merger Agreement in accordance with its terms, (3) March 1, 2004, (4) written notice of termination of the Voting Agreement by chinadotcom to the Stockholder party to such Voting Agreement, and (5) the withdrawal or adverse modification by the Board of Directors of the Company of its approval or recommendation of the Merger or the Merger Agreement.

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The beneficial ownership of shares of Ross Common Stock may be deemed to be acquired pursuant to the Voting Agreements and the Proxy, which were entered into in connection with the Merger Agreement. The purpose of the Voting Agreements is to assist chinadotcom and Ross in consummating the Merger and other transactions contemplated by the Merger Agreement.

Upon consummation of the Merger, (i) the directors of Merger Sub shall become the directors of the Surviving Corporation, (ii) the officers of Merger Sub shall be the officers of the Surviving Corporation, (iii) the Certificate of Incorporation of Merger Sub in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, (iv) the name of the Surviving Corporation will be Ross Systems, Inc., and (v) the by-laws of Merger Sub in effect at the Effective Time shall be the by-laws of the Surviving Corporation.

If the Merger is consummated as planned, the Ross Common Stock will be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and will cease to be authorized to be quoted on The Nasdaq Stock Market, Inc.’s National Market.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements included as Exhibits 1, 2, 3, 4 and 5 to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

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Item 5.

Interest in Securities of the Issuer.

(a)-(b) As a result of chinadotcom’s exisitng shareholding in Ross Common Stock and the Voting Agreements, chinadotcom may be deemed to be the beneficial owner of 1,096,143 shares of Ross Common Stock, constituting 31.0% of the issued and outstanding shares of Ross Common Stock, and may be deemed to have the shared power to vote such shares in the manner described in Item 4. However, the Reporting Person is not entitled to any rights as a stockholder of Ross as to the shares under the Voting Agreements, apart from such limited voting rights. The Reporting Person does not have the power to dispose of the shares under the Voting Agreements. The calculation of the foregoing percentage is based on the number of shares of Ross Common Stock outstanding as of September 4, 2003 (as represented by Ross in the Merger Agreement).

Except as disclosed in this Item 5(a)-(b), neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Schedule A to this Statement beneficially owns any shares of Ross Common Stock or has the right to acquire any shares of Ross Common Stock.

The filing of this Statement shall not be construed as an admission by the Reporting Person that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of shares of Ross Common Stock owned by the Stockholders.

(c) Except as disclosed in this Statement, none of chinadotcom nor, to its knowledge, any of the persons listed on Schedule A to this Statement has effected any transaction in the Ross Common Stock during the past 60 days.

(d) Other than as described herein, to the knowledge of chinadotcom, the Stockholders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by chinadotcom.

(e) Not applicable.

References to, and descriptions of, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements included as Exhibits 1, 2, 3, 4 and 5, respectively, to this statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In addition to containing agreements regarding Stockholders voting their Shares, the Voting Agreements subject the Stockholders’ shares to certain restrictions on transfer.

Pursuant to the Voting Agreements, until termination of the Voting Agreements in accordance with their terms, each Stockholder has agreed that, except as contemplated by the Voting Agreements and the Merger Agreement, such Stockholder shall not, subject to limited exceptions, (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the shares; (b) grant any proxies, deposit any shares into a voting trust or enter into a voting agreement with respect to any shares; or (c) knowingly take any action that would make any representation or warranty of the Stockholder contained in the Voting Agreement untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under the Voting Agreement.

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Item 7.

Materials to be Filed as Exhibits.

Exhibit No.		Description

1		Agreement and Plan of Merger among chinadotcom corporation, CDC Software Holdings, Inc., and Ross Systems, Inc., dated as of September 4, 2003. (incorporated by reference to our current report on Form 6-K (File No. 000-30134) filed with the Commission on September 5, 2003)

2		Stockholder Agreement between chinadotcom corporation and Verome M. Johnston, dated as of September 4, 2003.

3		Stockholder Agreement between chinadotcom corporation and J. Patrick Tinley dated as of September 4, 2003.

4		Stockholder Agreement between chinadotcom corporation and Robert B. Webster dated as of September 4, 2003.

5		Preferred Stockholder Agreement among chinadotcom corporation, Ross Systems, Inc. and Benjamin W. Griffith III, dated as of September 4, 2003.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 11, 2003

CHINADOTCOM CORPORATION

/s/ STEVEN CHAN
Name:		Steven Chan
Title:		Director, Legal

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SCHEDULE A

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSON

Name	Present Business Address	Present Principal Occupation
Raymond K.F. Chien	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Executive Chairman

Peter Yip	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Vice Chairman and Chief Executive Officer

Zhun Shun Ao	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Vice Chairman

Thomas M. Britt, III	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Director

William Fung	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Director

Ki Chi Kwong	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Director

Daniel Widdicombe	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Chief Financial Officer

Steven Chan	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Director, Legal and Company Secretary

Rudy Chan	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Chief Executive Officer of hongkong.com Corporation

Herman Cheng	c/o chinadotcom corporation 34/F Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong	Principal, Ion Global and Managing Director of Greater China

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EXHIBIT INDEX

Exhibit No.		Description

1		Agreement and Plan of Merger among chinadotcom corporation, CDC Software Holdings, Inc., and Ross Systems, Inc., dated as of September 4, 2003. (incorporated by reference to our current report on Form 6-K (File No. 000-30134) filed with the Commission on September 5, 2003)

2		Stockholder Agreement between chinadotcom corporation and Verome M. Johnston, dated as of September 4, 2003.

3		Stockholder Agreement between chinadotcom corporation and J. Patrick Tinley, dated as of September 4, 2003.

4		Stockholder Agreement between chinadotcom corporation and Robert B. Webster dated as of September 4, 2003

5		Preferred Stockholder Agreement among chinadotcom corporation, Ross Systems, Inc. and Benjamin W. Griffith III, dated as of September 4, 2003.

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EX-2 3 dex2.htm STOCKHOLDER AGREEMENT BETWEEN CHINADOTCOM CORP AND VEROME M. JOHNSTON Stockholder Agreement between chinadotcom corp and Verome M. Johnston

EXHIBIT 2

STOCKHOLDER AGREEMENT

STOCKHOLDER AGREEMENT (this “Agreement”), dated as of September 4, 2003, by and between chinadotcom corporation, a company organized under the laws of the Cayman Islands (“Parent”), and Verome M. Johnston (“Stockholder”).

RECITALS

Concurrently herewith, Parent, CDC Software Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Ross Systems, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger as of the date hereof (the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company (the “Merger”), and each outstanding share of common stock, par value $.001 per share, of the Company (the “Common Stock”) will be converted into the right to receive the Merger Consideration.

As of the date hereof, Stockholder beneficially owns 3,986 Shares (the “Owned Shares”), and stock options exercisable for 46,500 Shares (the “Options”) (the Owned Shares, including any Shares acquired by Stockholder after the date hereof and prior to the termination hereof, whether upon exercise of the Options, conversion of other convertible securities or otherwise, are collectively referred to herein as the “Covered Shares”, and the Covered Shares and the Options are collectively referred to herein as the “Securities”).

As a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have required that Stockholder agree, and Stockholder has agreed, to enter into this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual agreements contained herein, the parties agree as follows:

1. Agreement to Vote; Proxy.

1.1 Agreement to Vote. Except as set forth in Section 8.2 hereof and subject to Section 7 hereof, Stockholder hereby agrees that, prior to any termination of this Agreement, at any meeting of the stockholders of the Company, however called, Stockholder shall (a) vote the Covered Shares in favor of the Merger and any other matter necessary for consummation of the Transactions, and (b) vote the Covered Shares against any proposal for any recapitalization,

reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger).

1.2 Proxy. Stockholder hereby grants to Parent a proxy to vote the Covered Shares as indicated in Section 1.1 above. Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him with respect to the Covered Shares.

1.3 Except as set forth in Section 1.1 above, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent or Merger Sub the right to vote any Covered Shares in connection with the election of directors.

2. Expiration. This Agreement shall terminate on the Expiration Date. As used herein, the term “Expiration Date” means the first to occur of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms, (c) March 1, 2004, (d) written notice of termination of this Agreement by Parent to Stockholder, or (e) the withdrawal or adverse modification by the Board of its approval or recommendation of the Merger or the Merger Agreement.

3. Representations and Warranties.

3.1 Representations and Warranties of Parent. Parent hereby represents and warrants to Stockholder as follows:

(a) Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize its Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.

termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its properties or assets, except in the case of (B) or (C) for violations, breaches or defaults which would not in the aggregate materially impair the ability of Parent to perform its obligations hereunder.

(c) Valid Existence. Parent is a corporation duly organized and validly existing under the laws of the Cayman Islands and has all requisite corporate power and authority to execute and deliver this Agreement.

3.2 Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

(a) Ownership of Securities. As of the date hereof, (i) the Owned Shares and the Options constitute all of the Securities owned of record or beneficially by Stockholder, and (ii) Stockholder has sole voting power and sole power of disposition with respect to all such Owned Shares and Options, with no restrictions, subject to applicable federal securities laws, on Stockholder’s rights of disposition pertaining thereto (other than as created by this Agreement, the Merger Agreement or, in the case of Options, those restrictions under the related option plan).

(b) Power; Binding Agreement. This Agreement has been duly and validly authorized, executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditor’s rights generally and (ii) is subject to general principles of equity.

(c) No Conflicts. To the knowledge of Stockholder, except for the applicable requirements of the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any state, federal or foreign governmental authority on the part of Stockholder is necessary for the execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by Stockholder nor the consummation by Stockholder of the transactions contemplated hereby nor compliance by Stockholder with any of the provisions hereof shall (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Stockholder is a party or by which it or any of its properties or assets may be bound or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Stockholder or any of its properties or assets, except in the case of (A) or (B) for violations, breaches or defaults which would not in the aggregate materially impair the ability of Stockholder to perform his obligations hereunder.

(d) Accredited Investor. Stockholder is an “accredited investor” (as defined under the Securities Act) and a sophisticated investor, is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests.

4. Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, Stockholder hereby covenants and agrees as follows:

4.1 No Solicitation. Prior to any termination of this Agreement, subject to Sections 7 and 8.2 hereof, Stockholder shall not, directly or indirectly, solicit (including by way of furnishing information) any inquiries or the making of any proposal by any Person or entity (other than Parent or any affiliate of Parent) which constitutes, or would lead to, any Acquisition Proposal. If Stockholder receives an inquiry or proposal with respect to the sale of Securities, then Stockholder shall promptly inform Parent of the terms and conditions, if any, of such inquiry or proposal and the identity of the Person making it. Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect to any of the foregoing.

4.2 Restriction on Transfer, Proxies and Non-Interference. Except as set forth in Section 8.2 hereof, Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Securities; (b) grant any proxies, deposit any Securities into a voting trust or enter into a voting agreement with respect to any Securities; or (c) knowingly take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

5. Further Assurances. From time to time, at the other party’s request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

6. Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, Stockholder shall and hereby does authorize the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such Securities).

7. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder acting in such person’s capacity as a director, officer or employee of the Company, and (c) Stockholder shall have no liability to Parent or any of its Affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder in such person’s capacity as a director, officer or employee of the Company.

8. Miscellaneous.

8.1 Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligations.

8.2 Permitted Transfers. Notwithstanding anything in this Agreement to the contrary, Stockholder may transfer any or all of the Securities, in accordance with provisions of applicable Law, to Stockholder’s spouse, ancestors, descendants or any trust for any of their benefits or to a charitable trust; provided, however, that, prior to and as a condition to the effectiveness of such transfer, each Person to which any of such Securities or any interest in any of such Securities is or may be transferred shall have executed and delivered to Parent and Merger Sub a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement, and shall have agreed in writing with Parent and Merger Sub to hold such Securities or interest in such Securities subject to all of the terms and provisions of this Agreement.

8.3 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto.

8.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telecopy or mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as United Parcel Service, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses:

If to Stockholder:

Verome M. Johnston

2306 Winding Woods Drive

Tucker, Georgia 30084

Telecopier No: (770) 234-5277

Copy to:

King & Spalding LLP

191 Peachtree Street

Atlanta, Georgia 30303

Telecopier No: (404) 572-5100

Attention: William Roche

If to Parent:

chinadotcom corporation

34/F Citicorp Centre

18 Whitfield Road

Causeway Bay

Hong Kong

Telecopier No: 011-852-2237-7227

Attention: General Counsel

Copy to:

Milbank, Tweed, Hadley & McCoy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Telecopier No: (212) 530-5219

Attention: Mark L. Weissler

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

8.6 Specific Performance. Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

8.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

8.8 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

8.9 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

8.10 Non-survival of Representations and Warranties. The respective representations and warranties of Stockholder and Parent contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.

8.11 No Control. Nothing contained in this Agreement shall give Parent or Merger Sub the right to control or direct the Company or the Company’s operations.

IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

CHINADOTCOM CORPORATION

By:		/s/ DANIEL WIDDICOMBE
Name: Title:		Daniel Widdicombe Chief Financial Officer

/s/ VEROME M. JOHNSTONE

Verome M. Johnston

EX-3 4 dex3.htm STOCKHOLDER AGREEMENT BETWEEN CHINADOTCOM CORP AND J. PATRICK TINLEY Stockholder Agreement between chinadotcom corp and J. Patrick Tinley

EXHIBIT 3

STOCKHOLDER AGREEMENT

RECITALS

As of the date hereof, Stockholder beneficially owns 31,041 Shares (the “Owned Shares”), and stock options exercisable for 216,215 Shares (the “Options”) (the Owned Shares, including any Shares acquired by Stockholder after the date hereof and prior to the termination hereof, whether upon exercise of the Options, conversion of other convertible securities or otherwise, are collectively referred to herein as the “Covered Shares”, and the Covered Shares and the Options are collectively referred to herein as the “Securities”).

As a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have required that Stockholder agree, and Stockholder has agreed, to enter into this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual agreements contained herein, the parties agree as follows:

1. Agreement to Vote; Proxy.

reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger).

3. Representations and Warranties.

3.1 Representations and Warranties of Parent. Parent hereby represents and warrants to Stockholder as follows:

3.2 Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

4. Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, Stockholder hereby covenants and agrees as follows:

8. Miscellaneous.

8.3 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto.

If to Stockholder:

J. Patrick Tinley

c/o Ross Systems, Inc.

Two Concourse Parkway

Suite 800

Atlanta, Georgia 30328

Telecopier No: (770) 351-9506

Copy to:

King & Spalding LLP

191 Peachtree Street

Atlanta, Georgia 30303

Telecopier No: (404) 572-5100

Attention: William Roche

If to Parent:

chinadotcom corporation

34/F Citicorp Centre

18 Whitfield Road

Causeway Bay

Hong Kong

Telecopier No: 011-852-2237-7227

Attention: General Counsel

Copy to:

Milbank, Tweed, Hadley & McCoy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Telecopier No: (212) 530-5219

Attention: Mark L. Weissler

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

8.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

8.11 No Control. Nothing contained in this Agreement shall give Parent or Merger Sub the right to control or direct the Company or the Company’s operations.

IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

CHINADOTCOM CORPORATION

By:	/s/ DANIEL WIDDICOMBE
	Name:	Daniel Widdicombe
	Title:	Chief Financial Officer


		/s/ J. PATRICK TINLEY
		J. Patrick Tinley

EX-4 5 dex4.htm STOCKHOLDER AGREEMENT BETWEEN CHINADOTCOM CORP AND ROBERT B. WEBSTER Stockholder Agreement between chinadotcom corp and Robert B. Webster

Exhibit 4

STOCKHOLDER AGREEMENT

RECITALS

As of the date hereof, Stockholder beneficially owns 52,401 Shares (the “Owned Shares”), and stock options exercisable for 138,500 Shares (the “Options”) (the Owned Shares, including any Shares acquired by Stockholder after the date hereof and prior to the termination hereof, whether upon exercise of the Options, conversion of other convertible securities or otherwise, are collectively referred to herein as the “Covered Shares”, and the Covered Shares and the Options are collectively referred to herein as the “Securities”).

As a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have required that Stockholder agree, and Stockholder has agreed, to enter into this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual agreements contained herein, the parties agree as follows:

1. Agreement to Vote; Proxy.

reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger).

3. Representations and Warranties.

3.1 Representations and Warranties of Parent. Parent hereby represents and warrants to Stockholder as follows:

3.2 Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

4. Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, Stockholder hereby covenants and agrees as follows:

8. Miscellaneous.

8.3 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto.

If to Stockholder:

Robert B. Webster

c/o Ross Systems, Inc.

Two Concourse Parkway

Suite 800

Atlanta, Georgia 30328

Telecopier No: (770) 351-9506

Copy to:

King & Spalding LLP

191 Peachtree Street

Atlanta, Georgia 30303

Telecopier No: (404) 572-5100

Attention: William Roche

If to Parent:

chinadotcom corporation

34/F Citicorp Centre

18 Whitfield Road

Causeway Bay

Hong Kong

Telecopier No: 011-852-2237-7227

Attention: General Counsel

Copy to:

Milbank, Tweed, Hadley & McCoy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Telecopier No: (212) 530-5219

Attention: Mark L. Weissler

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

8.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

8.11 No Control. Nothing contained in this Agreement shall give Parent or Merger Sub the right to control or direct the Company or the Company’s operations.

IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

CHINADOTCOM CORPORATION

By:		/s/ DANIEL WIDDICOMBE
Name:		Daniel Widdicombe
Title:		Chief Financial Officer

/s/ ROBERT B. WEBSTER

Robert B. Webster

EX-5 6 dex5.htm PREFERRED STOCKHOLDER AGREEMENT Preferred Stockholder Agreement

Exhibit 5

PREFERRED STOCKHOLDER AGREEMENT

PREFERRED STOCKHOLDER AGREEMENT (this “Agreement”), dated as of September 4, 2003, by and among chinadotcom corporation, a company organized under the laws of the Cayman Islands (“Parent”), Ross Systems, Inc., a Delaware corporation (the “Company”), and Benjamin W. Griffith, III (“Preferred Stockholder”).

RECITALS

Concurrently herewith, Parent, CDC Software Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger as of the date hereof (the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company (the “Merger”), and each outstanding share of common stock, par value $.001 per share, of the Company (the “Common Stock”) will be converted into the right to receive the Merger Consideration.

As of the date hereof, Preferred Stockholder beneficially owns 500,000 Preferred Shares (the “Owned Preferred Shares” and, together with any Preferred Shares acquired by Preferred Stockholder prior to the termination of this Agreement, the “Covered Preferred Shares”), and 127,500 shares of Common Stock (the “Owned Common Shares”). An additional 25,000 shares of Common Stock (the “Trust Shares”) are held by the Griffith Family Charitable Foundation, Inc. The Owned Preferred Shares are convertible into 500,000 shares of Common Stock (the Common Stock into which the Owned Preferred Shares are convertible, together with the Owned Common Shares, the Trust Shares and any shares of Common Stock acquired by Preferred Stockholder after the date hereof and prior to the termination hereof, whether upon conversion of other convertible securities or otherwise, collectively, referred to herein as the “Covered Shares”, and the Covered Shares and the Covered Preferred Shares collectively referred to as the “Securities”).

As a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have required that Preferred Stockholder agree, and Preferred Stockholder has agreed, to enter into this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual agreements contained herein, the parties agree as follows:

1. Agreement to Convert and Vote; Proxy.

1.1 Delivery of Documents. Preferred Stockholder hereby agrees to deliver to the Company, immediately prior to the Effective Time, (a) any and all stock certificates representing the Covered Preferred Shares, and (b) a validly executed notice of conversion, substantially in the form attached hereto as Exhibit A, requesting the conversion of the Covered Preferred Shares into Common Stock (the “Conversion”).

1.2 Conversion. In accordance with Section 5 of the Certificate of Designations, the Company shall cause the Conversion to be effective immediately prior to the Effective Time; provided, however, that if the Merger Agreement is terminated prior to the Effective Time in accordance with its terms, then, as promptly as reasonably practicable after such termination, but in no event later than five Business Days following such termination, the Company shall issue to Preferred Stockholder a certificate or certificates representing the Covered Preferred Shares without giving effect to the Conversion.

1.3 Voting. Except as set forth in Section 7.2 hereof, Preferred Stockholder hereby agrees that, prior to any termination of this Agreement, at any meeting of the stockholders of the Company, however called, Preferred Stockholder shall (a) vote (or cause to be voted) the Covered Preferred Shares and any Covered Shares in favor of the Merger and any other matter necessary for consummation of the Transactions, and (b) vote (or cause to be voted) the Covered Preferred Shares and any Covered Shares against any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger).

1.4 Proxy. Preferred Stockholder hereby grants to Parent a proxy to vote the Covered Preferred Shares and any Covered Shares as indicated in Section 1.3 above. Preferred Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him with respect to the Covered Preferred Shares or any Covered Shares.

1.5 Except as set forth in Section 1.3 hereof, Preferred Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent or Merger Sub the right to vote any Covered Preferred Shares or any Covered Shares in connection with the election of directors.

adverse modification by the Board of its approval or recommendation of the Merger or the Merger Agreement.

3. Representations and Warranties.

3.1 Representations and Warranties of Parent. Parent hereby represents and warrants to Preferred Stockholder as follows:

(a) Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.

(b) No Conflicts. Except for the applicable requirements of the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any state, federal or foreign governmental authority is necessary on the part of Parent for the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws (or similar documents) of Parent, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its properties or assets, except in the case of (B) or (C) for violations, breaches or defaults which would not in the aggregate materially impair the ability of Parent to perform its obligations hereunder.

3.2 Representations and Warranties of Preferred Stockholder. Preferred Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

(a) Ownership of Securities. As of the date hereof, (i) the Owned Preferred Shares and the Owned Common Shares constitute all of the Securities owned of record or beneficially by Preferred Stockholder, and (ii) Preferred Stockholder has sole voting

power and sole power of disposition with respect to all such Owned Preferred Shares and Owned Common Shares, with no restrictions, subject to applicable federal securities laws, on Preferred Stockholder’s rights of disposition pertaining thereto (other than as created by this Agreement, the Merger Agreement, or the Certificate of Designations).

(b) Power; Binding Agreement. This Agreement has been duly and validly authorized, executed and delivered by Preferred Stockholder and constitutes a valid and binding agreement of Preferred Stockholder, enforceable against Preferred Stockholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditor’s rights generally and (ii) is subject to general principles of equity.

(d) No Conflicts. To the knowledge of Preferred Stockholder, except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state, federal or foreign governmental authority on the part of Preferred Stockholder is necessary for the execution and delivery of this Agreement by Preferred Stockholder and the consummation by Preferred Stockholder of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by Preferred Stockholder nor the consummation by Preferred Stockholder of the transactions contemplated hereby nor compliance by Preferred Stockholder with any of the provisions hereof shall (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Preferred Stockholder is a party or by which it or any of its properties or assets may be bound or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Preferred Stockholder or any of its properties or assets, except in the case of (A) or (B) for violations, breaches or defaults which would not in the aggregate materially impair the ability of Preferred Stockholder to perform his obligations hereunder.

(d) Accredited Investor. Preferred Stockholder is an “accredited investor” (as defined under the Securities Act) and a sophisticated investor, is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests.

4. Certain Covenants of Preferred Stockholder. Except in accordance with the terms of this Agreement, Preferred Stockholder hereby covenants and agrees as follows:

4.1 No Solicitation. Prior to any termination of this Agreement, subject to Section 7.2 hereof, Preferred Stockholder shall not, directly or indirectly, solicit (including by way of furnishing information) any inquiries or the making of any proposal by any Person or entity (other than Parent or any affiliate of Parent) which constitutes, or would lead to, any Acquisition Proposal. If Preferred Stockholder receives an inquiry or proposal with respect to the sale of Securities, then Preferred Stockholder shall promptly inform Parent of the terms and conditions, if any, of such inquiry or proposal and the identity of the Person making it.

Preferred Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect to any of the foregoing.

4.2 Restriction on Transfer, Proxies and Non-Interference. Except as set forth in Section 7.2 hereof, Preferred Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Securities; (b) grant any proxies, deposit any Securities into a voting trust or enter into a voting agreement with respect to any Securities; or (c) knowingly take any action that would make any representation or warranty of Preferred Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Preferred Stockholder from performing its obligations under this Agreement.

6. Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, Preferred Stockholder shall and hereby does authorize the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such Securities).

7. Miscellaneous.

7.1 Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and (b) shall not be assigned by operation of law or otherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligations.

7.2 Permitted Transfers. Notwithstanding anything in this Agreement to the contrary, Preferred Stockholder may transfer any or all of the Securities, in accordance with provisions of applicable Law, to Preferred Stockholder’s spouse, ancestors, descendants or any trust for any of their benefits or to a charitable trust; provided, however, that, prior to and as a condition to the effectiveness of such transfer, each Person to which any of such Securities or any interest in any of such Securities is or may be transferred shall have executed and delivered to Parent and Merger Sub a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement, and shall have agreed in writing with Parent and Merger Sub to hold such Securities or interest in such Securities subject to all of the terms and provisions of this Agreement.

7.3 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto.

7.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telecopy or mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as United Parcel Service, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses:

If to Preferred Stockholder:

Benjamin W. Griffith, III

6304 Peake Road

Macon, Georgia 31210

Copy to:

Martin Snow, LLP 240 Third Street

P.O. Box 1606

Macon, Georgia 31202

Telecopier No: (478) 743-4204

Attention: Edward J. Harrell

If to Parent:

chinadotcom corporation

34/F Citicorp Centre

18 Whitfield Road

Causeway Bay

Hong Kong

Telecopier No: 011-852-2237-7227

Attention: General Counsel

Copy to:

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Telecopier No: (212) 530-5219

Attention: Mark L. Weissler

If to the Company:

Ross Systems, Inc.

Two Concourse Parkway

Suite 800

Atlanta, Georgia 30328

Telecopier No: (770) 351-9506

Attention: Robert B. Webster

Copy to:

King & Spalding LLP

191 Peachtree Street

Atlanta, Georgia 30303

Telecopier No: (404) 572-5100

Attention: William Roche

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

7.6 Specific Performance. Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

7.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

7.8 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

7.9 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

7.10 Non-survival of Representations and Warranties. The respective representations and warranties of Preferred Stockholder and Parent contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.

7.11 No Control. Nothing contained in this Agreement shall give Parent or Merger Sub the right to control or direct the Company or the Company’s operations.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Parent, the Company and Preferred Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

CHINADOTCOM CORPORATION

By:	/s/ DANIEL WIDDICOMBE
	Name:	Daniel Widdicombe
	Title:	Chief Financial Officer

ROSS SYSTEMS, INC.

By:	/s/ J. PATRICK TINLEY
	Name:	J. Patrick Tinley
	Title:	Chief Executive Officer

	/s/ BENJAMIN W. GRIFFITH, III
		Benjamin W. Griffith, III

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert the number of shares of 7.5% Series A Convertible Preferred Stock indicated below, into shares of Common Stock, $0.001 par value (the “Common Stock”), of Ross Systems, Inc. (the “Corporation”) according to the conditions hereof, as of the date written below.

All, or a portion of the shares may be transferred by the execution of this Notice of Conversion; provided, however, that any transfer shall subject the transferee to the conditions set forth in the Corporation’s Certificate of Designations filed with the Delaware Secretary of State upon the initial issuance of the 7.5% Series A Convertible Preferred Stock and the Registration Rights Agreement of even date therewith. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:


		Date to Effect Conversion:

		Number of shares of Preferred Stock to be Converted to an Equal number of Common Stock

		Applicable Conversion Price


		Signature of Registered Holder		Print Name


		Address of Registered Holder



		Print Name of Person to be issued shares



		Address of Person issued shares

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