Company Contact: Pansoft Company Limited Allen Zhang, Chief Financial Officer Phone: +86-531-8887-4455 E-mail: allen.zhang@pansoft.com   Investor Contact: CCG Investor Relations Mr. John Harmon, CFA, Sr. Account Manager Phone: +86-10-8573 1014 (Beijing) E-mail: john.harmon@ccgir.com www.ccgirasia.com 

Pansoft Announces Fiscal Second-Quarter 2012 Financial Results

•   Revenues Increased 28.0% Year-over-Year 

JINAN, China, March 9, 2012 -- Pansoft Company Limited (NASDAQ: PSOF) (“Pansoft” or the “Company”), a leading ERP software service provider for the oil and gas industry in China, today announced unaudited financial results for the fiscal second quarter of 2012 ended December 31, 2011.

Highlights for Fiscal Second Quarter of 2012:

• Revenues were $9.2 million, an increase of 28.0% versus the year-ago quarter

• Gross profit was $2.6 million, a decrease of 16.0% versus the year-ago quarter

• Operating profit was $1.2 million, compared to $1.6 million in the year-ago quarter

• Net income attributable to Pansoft shareholders was $1.0 million, compared to $1.4 million in the year-ago quarter

• Net income per diluted share attributable to Pansoft shareholders was $0.19, compared to $0.26 in the year-ago quarter

• On February 10, 2012, Pansoft announced that the Special Committee formed to consider an offer by the Company's Chairman Hugh Wang representing Timesway Group Limited, to acquire all outstanding Pansoft shares that it did not already own, engaged Duff & Phelps, LLC as its independent financial advisor.

Highlights for the First Six Months of Fiscal 2012:

• Revenues were $13.5 million, an increase of 25.7% from $10.7 million for the six months ended December 31, 2011

• Gross profit was $3.6 million, an decrease of 26.1% compared to $4.8 million in the year-ago period

• Operating profit was $0.9 million, compared to $2.7 million in the year-ago period

• Net income attributable to Pansoft common shareholders was $0.95 million, compared to $2.4 million in the year-ago period

• Net income per diluted share attributable to Pansoft shareholders was $0.17, compared to $0.44 in the year-ago period

“During the fiscal second quarter, Pansoft achieved strong year-to-year revenue growth that exceeded our expectations due to strong revenue recognition among recently acquired subsidiaries from their major clients at the end of the calendar year, including Langji. We are pleased to have reported a modest profit, as recent acquisitions have started to make a contribution to our bottom line," said Hugh Wang, Pansoft’s Chairman of the Board. "The delay in reaching breakeven at Pansoft-Japan and the slower pace of generating revenue at HongAo continue to pose a challenge for our bottom line results, yet we remain confident that we will successfully execute our strategy to improve profitability at our new ventures.”

Financial Results Highlights for the Fiscal Second-Quarter of 2012

Revenues for the fiscal second quarter ended December 31, 2011 were $9.2 million, compared to $7.2 million in the prior fiscal year, an increase of 28.0%. The year-over-year revenue growth exceeded the Company’s earlier guidance of about 10%, due to: 1) the Langji acquisition, which contributed 8% of revenue growth; 2) HongAo, which contributed 10% of revenue growth, due to in large part because the prior fiscal-year quarter included only two months of revenue; 3) ITLamp, which contributed 7% of the revenue growth due to higher level of business activity; and 4) Pansoft-Japan, which contributed 4% of the revenue increase due to an increase in the scale of its operations. A revenue decline at Pansoft-China hurt total Pansoft revenue growth by 1%. On a quarterly basis, revenues grew 118.0% from $4.2 million in the fiscal first quarter ended September 30, 2011, mainly due to seasonal trends.

Cost of sales was $6.6 million, an increase of 61.1% from $4.1 million in the year-ago quarter. Cost of sales increased faster than revenues, largely due to: 1) higher headcount and therefore, higher compensation expense; 2) start-up losses at Pansoft-Japan, the outsourcing joint venture for testing mobile-phone software; and 3) a higher proportion of lower-margin hardware purchases for clients at the HongAo subsidiary.

Gross profit was $2.6 million, a decrease of 16.0% from $3.1 million from the year-ago quarter. Gross margin was 28.2%, as compared to 42.9% in the year-ago quarter. The decline in the gross margin was mainly due to the aforementioned reasons. On a quarterly basis, the gross margin improved 58 basis points from 22.4% in the fiscal first quarter, primarily due to higher revenues.

Operating expenses were $1.4 million, a decrease of 2.4% from $1.5 million in the year-ago quarter. The decrease in operating expense was mainly due to lower selling expense, professional fees, and stock-based compensation.

Operating profit was $1.2 million, compared to $1.6 million in the year-ago quarter.

Net profit attributable to Pansoft shareholders as $1.0 million, compared to $1.4 million in the year-ago quarter and was mainly due to start-up losses at Pansoft-Japan and higher amortization charges related to recent acquisitions.

Net profit per diluted share attributable to Pansoft shareholders was $0.19, as compared to $0.26 in the year-ago quarter.

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Financial Results Highlights for the First Six Months of Fiscal 2012

Revenues for the six months ended December 31, 2011 were $13.5 million, compared to $10.7 million in the same period last year, an increase of 25.7%. Cost of sales was $9.9 million, an increase of 67.9% from $5.9 million in the six months ended December 31, 2010. Gross profit was $3.6 million, a decrease of 26.1% from $4.8 million in the six months ended December 31, 2010. Gross margin was 26.4%, compared to 44.9% in the six months ended December 31, 2010. Operating expenses were $2.7 million, an increase of 25.9% from $2.1 million in the six months ended December 31, 2010. Operating profit was $0.9 million, compared to $2.7 million in the six months ended December 31, 2010. Net income attributable to Pansoft shareholders was $1.0 million, compared to $2.4 million in the corresponding period in 2010. Net profit per diluted share attributable to Pansoft shareholders was $0.17, compared to $0.44 in the corresponding period in 2010.

Subsidiary Performance

The Company reports financial results for four subsidiaries: (1) Pansoft-China with major business focusing on design, development, implementation and servicing of ERP systems for the energy industry such as oil/gas and coal mining; (2) HongAo, which provides technology solutions and related services to the thermal power industry; (3) Pansoft-Japan, which provides outsourcing services for mobile-phone software testing and development; and 4) Langji, which focuses on human-resource management software solution development and for sale to the coal mining industry

· Pansoft-China and ITLamp represent the core business of the Company and are engaged in the design, development, implementation and servicing of ERP systems for the energy industry such as oil/gas and coal mining, which together contributed 61.0% of total revenue for the fiscal second quarter ended December 31, 2012. In the quarter, revenues were $5.6 million, and net income was $1.4 million. ITLamp, which was acquired in June 2010, operates as an oilfield software development and service provider, primarily serving the Tarim Oilfield in Xinjiang province. In the quarter, ITLamp recorded revenues of $1.0 million (10.6% of quarterly revenue) and net income of $0.2 million.

· HongAo, in which Pansoft acquired a 55.01% stake in October 2010, serves the thermal power industry as a technical service provider in Shandong province. Net revenues were $2.5 million (26.7% of quarterly revenue), and net income was $0.01 million.

· Pansoft-Japan was established in August 2010 to provide outsourcing functions for Japanese clients, initially in the area of cell-phone software testing. The new testing operation was set up in Jinan, China with a front office in Osaka, Japan. Pansoft-Japan continues to incur start-up losses exceeding initial budget expectations. Net revenues were $0.5 million (5.7% of quarterly revenue) and the net loss was $0.3 million.

· Langji, which Pansoft acquired in October 2011, serves China’s coal-mining industry as a leading HR solution provider. Net revenues were $0.6 million (6.5% of quarterly revenue) and net income was $0.09 million.

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	Pansoft Segment Income Statement Three Months Ended December 31, 2011
(in USD)
	Pansoft-CN + ITLamp		HongAo		Pansoft-JP			LangJi		Total
Revenues	$	5,639,279	$	2,467,771	$	530,071		$	602,916	$	9,240,037
Cost of revenues		3,525,062		2,027,765		730,412			353,471		6,636,710
Gross profit		2,114,217		440,006		(200,341	)		249,445		2,603,327
Total operating expenses		697,395		429,003		140,144			156,712		1,423,254
Income from operations		1,416,822		11,003		(340,485	)		92,733		1,180,073

	Pansoft Segment Income Statement Six Months Ended December 31, 2011
(in USD)
Revenues	$	8,464,106	$	3,356,022		$	1,056,303		$	602,916	$	13,479,347
Cost of revenues		5,460,523		2,577,651			1,532,877			353,471		9,924,522
Gross profit		3,003,583		778,371			(476,574	)		249,445		3,554,825
Total operating expenses		1,351,238		839,985			308,690			156,712		2,656,625
Income from operations		1,652,345		(61,614	)		(785,264	)		92,733		898,200

Financial Condition

As of December 31, 2011, Pansoft had $10.8 million in cash and equivalents, as compared to $3.7 million as of June 30, 2011. Cash and cash equivalents exclude $1.1 million in short-term investments, versus $6.8 million as of June 30, 2011, as some certificates of deposit had matured during the quarter and were turned into cash. Total current assets were $29.1 million, as of December 31, 2011, versus $24.1 million as of June 30, 2011, including a $3.8 million increase in accounts receivable. Current liabilities were $11.5 million as of September 30, 2011, up from $6.8 million as of June 30, 2011. Total stockholders’ equity was $25.0 million as of December 31, 2011 versus $23.5 million as of June 30, 2011.

Recent Developments

On February 10, 2012, Pansoft announced that the Special Committee formed to consider an offer by the Company's Chairman Hugh Wang representing Timesway Group Limited, to acquire all outstanding Pansoft shares that it did not already own, engaged Duff & Phelps, LLC as its independent financial advisor. In addition, the Special Committee retained Morgan, Lewis & Bockius, LLP to serve as its United States legal counsel and Maples and Calder to serve as its British Virgin Islands legal counsel.

On January 7, 2012, the Company’s Board of Directors received an offer from Chairman Hugh Wang, representing Timesway Group Limited, to acquire all outstanding Pansoft shares that it did not already own at a price of $3.76 per share. Timesway Group Limited is controlled by Chairman High Wang and CEO Guoqiang Li, and had voting power over 64% of the Company’s voting securities as of June 30, 2011.

The Special Committee is continuing its evaluation of the offer. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

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Business Outlook

Pansoft continues to expand its team for future business growth. The Company will continue to focus on the coal mining and oil field markets, with a priority on software solutions and project development under the Business Process Management System. “We plan to provide a business update for the remaining quarters of 2012 fiscal year when visibility improves,” concluded Mr. Wang.

About Pansoft Company Limited

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

Forward-Looking Statements

This press release contains forward-looking statements concerning Pansoft Company Limited, including but are not limited to, statements regarding Pansoft’s acquisition strategies, projected revenue growth, contracts with customers, timing of development projects, and efforts to achieve business growth. The actual results may differ materially depending on a number of risk factors including but not limited to, the following: general economic and business conditions, development, shipment and market acceptance of products, additional competition from existing and new competitors, purchase cycle of major customers, changes in technology or product techniques, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. Pansoft Company Limited undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

– Financial Tables Follow –

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Pansoft Company Limited

Consolidated Statements of Operations and Comprehensive Income

For the Three- and Six-month ended December 31, 2011 and 2010

(in U.S. Dollars)

	For the Three months ended Dec 31,						For the Six months ended Dec. 31,
	2012			2011			2012			2011
Sales	$	9,240,037			7,217,736		$	13,479,347			10,724,068
Cost of sales		6,636,710			4,119,349			9,924,522			5,912,196
Gross profit		2,603,327			3,098,387			3,554,825			4,811,872
Expenses
General and administrative expenses		785,932			616,681			1,397,504			1,032,161
Amortization expenses of the intangible assets		311,038			330,533			552,396			330,533
Selling expenses		220,742			328,078			426,702			403,549
Professional fees		71,140			123,229			190,255			188,527
Stock based compensation		33,923			59,505			80,618			154,354
(Gain) on disposition of property and equipment		478			366			9,148			366
		1,423,253			1,458,392			2,656,623			2,109,490
Income from operations		1,180,074			1,639,995			898,202			2,702,382
Fair value change on liabilities (P&L)		53,832			53,832			-
Extinguishment of liabilities		(1,753	)		(1,753	)		-
Other income (expenses), net		132,420			(1,777	)		218,886			(3,712	)
Government Subsidy		115,405			157,655			134,104			201,755
Finance cost		(1,242	)		(15,922	)		3,099			(22,710	)
Impairment loss on intangible assets		-			-			-
Interest income		4,053			68,508			6,273			141,341
								-			-
Income before provision from income taxes		1,482,789			1,848,459			1,312,643			3,019,056
Provision for current income taxes		712,198			603,288			714,728			603,288
Provision for deferred income taxes		(381,291	)		(192,910	)		(367,629	)		(15,409	)

Net income		1,151,882	1,438,081		965,544	2,431,177
						-
Less: Net Income attributable to noncontrolling interests		112,343	52,579		10,881	52,579
Net Income attributable to Pansoft  Common Shareholders		1,039,538	1,385,501		954,662	2,378,598
						-
Other comprehensive (loss) income		512,853	188,640		491,242	389,844
Comprehensive income	$	1,552,391	1,574,141	$	1,445,905	2,768,442
Basic net income per share	$	0.19	0.26	$	0.18	0.44
						-
Diluted net income per share	$	0.19	0.26	$	0.17	0.44
						-
Basic weighted average number of		-
shares outstanding		5,389,323	5,438,232		5,389,323	5,438,232
						-
Diluted weighted average number of		-
shares outstanding		5,572,695	5,467,087		5,572,695	5,467,087

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Pansoft Company Limited

Consolidated Statements of Operations and Comprehensive Income

For the Three- and Six-month ended December 31, 2011 and 2010

(in U.S. Dollars)

	Dec 31,		June 30,
	2,011		2,011
Assets
Current assets
Cash and cash equivalents	$	10,818,202		3,680,716
Account receivables, net		7,454,416		3,678,463
Unbilled revenues, net		4,292,659		7,025,926
Prepayment, deposits and other receivables		3,379,305		1,868,101
Deferred and prepaid expenses		80,757		-
Inventory		2,005,872		1,010,582
Short term investments		1,063,340		6,829,841
Total current assets		29,094,551		24,093,629
Non-current assets
Property and equipment, net		2,321,303		2,312,590
Deposit for acquisitions		-		-
Long term equity investment		29,188		28,418
Deferred software development cost		170,943		-
Intangible assets		2,583,847		2,706,197
Goodwill on acquisition		2,364,428		1,373,708
Total assets	$	36,564,260		30,514,542
Liabilities
Current liabilities
Accounts payable	$	2,044,478		969,998
Accrual and other current liabilities		2,490,456		2,012,202
Acquisition payable		1,978,318		525,709
Short-term borrowing		-		-
Deferred revenue		2,704,945		2,048,859
Income tax payable		607,803		31,667
Deferred income taxes		551,415		570,711
Unearned government research revenue		1,165,223		683,286
Total current liabitilies		11,542,638		6,842,432
Non - Current liabilities
Deferred income taxes		-		181,611
Total Liabilities		11,542,638		7,024,043

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