Crypto Flow Technology Limited — AGM Information 2006

Mar 31, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Wafer Systems Limited 威 發 系 統 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Wafer Systems Limited (the “Company”) will be held at Units 901-7, 9th Floor, MLC Millennia Plaza, 663 King’s Road, North Point, Hong Kong on Friday, 28 April 2006 at 3:30 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2005;

2. To re-elect a director, Mr. Kwan Kit Tong, Kevin, retiring by rotation and to authorise the board of directors to fix his remuneration (if any); (note 5)

3. To re-elect a director, Mr. Tsoi Tai Wai, David, retiring by rotation and to authorise the board of directors to fix his remuneration (if any); (note 6)

4. To re-appoint the auditors and to authorize the board of directors to fix their remuneration; and

5. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions with or without amendments and/or Special Resolutions, respectively:

* For identification purpose only

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ORDINARY RESOLUTIONS

(1) “ THAT :

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant, whether conditionally or unconditionally, offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into the shares in the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under any share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to employee, director, advisor or business consultant of the Company and/or any of its subsidiaries of shares in the Company or rights to acquire shares in the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the Articles of Association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which carry rights to subscribe for or are convertible into shares in the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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• (d) for the purpose of this resolution,

“Relevant Period” means the period from the date of the passing this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange in any territory applicable to the Company.)”

(2) “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares in the Company may be listed and recognized by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for such purpose, subject to and in accordance with the rules and regulations of the Securities and Future Commission, The Stock Exchange of Hong Kong Limited, the Companies Law of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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• (b) the aggregate nominal amount of shares in the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (c) for the purpose of this resolution,

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution. “

• (3) “ THAT conditional upon resolution nos. (1) and (2) set out in item 5. of the notice convening this meeting being passed, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the Company pursuant to the said resolution no. (1) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to the said resolution no. (2), provided that the amount of shares so repurchased by the Company shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company on the date of this resolution. “

SPECIAL RESOLUTION

• (4) “ THAT , the existing articles of association of the Company be and are hereby amended in the following manner:

  • (a) With respect to Article 2(1) , by deleting the existing definition of “Subsidiary and Holding Company” in its entirety and replacing therewith the following new definition of “Subsidiary and Holding Company”:

    • “Subsidiary and the meanings attributed to them in the rules of the Holding Company” Designated Stock Exchange or if there is none, in the Companies Ordinance of Hong Kong.”

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• (b) With respect to Article 3 , by inserting the following sentence at the end of subparagraph (2):

“The Company is hereby authorized to make payments in respect of a purchase of its shares out of capital or out of any other account or fund which can be authorized for these purposes in accordance with the Law.”

• (c) With respect to Article 66 ,

  • (i) by inserting the words “voting by way of a poll is required by the rules of the Designated Stock Exchange or” after the words “a show of hands unless” in the third sentence;

  • (ii) by deleting the full-stop at the end of sub-paragraph (d), replacing therewith a semicolon and the word “or” and inserting the following new sub-paragraph (e):

    • “(e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.”

• (d) With respect to Article 68 , by deleting the second sentence in its entirety and substituting therefor the following:

“The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

• (e) With respect to Article 86 ,

  • (i) by deleting sub-paragraph (3) thereof in its entirety and substituting therefor the following:

    • “(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for reelection at that meeting.”

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  • (ii) by deleting the words “special resolution” in sub-paragraph (5) and replacing them with the words “ordinary resolution”.

• (f) With respect to Article 87 ,

  • (i) by deleting sub-paragraph (1) in its entirety and substituting therefor the following:

    • “(1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.”

  • (ii) by inserting the words “and shall continue to act as Director throughout the meeting at which he retires” at the end of the first sentence of sub-paragraph (2).”

  • (iii) by deleting the last sentence of “Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.” from sub-paragraph (2) in its entirety.”

By Order of the Board

Chan Sek Keung, Ringo Chairman and Chief Executive Officer

Hong Kong, 28 March 2006

Notes:–

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is holder of two or more shares may appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 48 hours before the time appointed for the meeting (or any adjournment thereof).

3. With regard to ordinary resolution no. (2) set out in item 5 of this notice, an explanatory statement containing information regarding the repurchase by the Company of its own shares will be sent to shareholders of the Company together with the 2005 Annual Report of the Company.

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1. Article 66 of the Company’s articles of association sets out the procedures by which shareholders of the Company may demand a poll;

A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the Chairman of such meeting; or

• (b) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Member of Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (d) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deem to be the same as a demand by a Member.

1. The biographical details on Mr. Kevin Kwan are as contained on page 8 of the Annual Report. Mr. Kwan’s appointment as a non-executive director with the Company for the two years ending 31 March 2006 has been without any fee paid or payable to him. He has been re-appointed as a non-executive director of the Company for a term of two years commencing 1 April 2006 without any fee for the first year. However, the Company would consider paying him a fee for the second year after having regard to, among others, the operating results of the Group for the first year. His interests in the shares of the Company, within the meaning of Part XV of the Securities and Futures Ordinance, are the 375,000 share options in the Company granted to him on 20 February 2003 at the exercise price of HK$0.138 per share and expiring on 19 February 2013. For the past three years, apart from being a director of the Company and in addition to his appointment in January 2006 to the board of QPL International Holdings Ltd., the only other public listed company directorship Mr. Kwan held was, between 14 November 2003 and 4 March 2004 and again since 24 March 2006, in ASAT Holdings Ltd., United States of America.

2. The biographical details on Mr. Tsoi Tai Wai, David are as contained on page 9 of the Annual Report. Mr. Tsoi’s appointment as an independent non-executive director with the Company for the two years ending 31 March 2004 carries an annual fee of HK$120,000. The said fee is determined by reference to his duties, responsibilities and experience. The appointment has been renewed at the same fee level for a further two (2) years term commencing from 1 April, 2006. Mr. Tsoi has served on both the Audit Committee and the Remuneration Committee of the Board ever since their inception and will remain a member of both committees in the new term. His interests in the shares of the Company, within the meaning of Part XV of the Securities and Futures Ordinance, are the 750,000 share options in the Company. The grant was made to him on 20 February 2003 at the exercise price of HK$0.138 per share and expiring on 19 February 2013. For the past three years, Mr. Tsoi has not held any directorship position in any other listed public company.

3. The translation into Chinese language of this notice (including without limitation the Special Resolution which contains the proposed new Articles) is for reference only. In case of any inconsistency, the English version shall prevail.

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As at the date of this announcement, the Board consists of one executive Director, namely Mr. CHAN Sek Keung, Ringo, three non-executive Directors, namely Mr. Alasdair Gordon NAGLE, Ms. Clara HO and Mr. KWAN Kit Tong and three independent non-executive Directors, namely Mr. PANG Hing Chung, Alfred, Mr. TSOI Tai Wai, David and Mr. YU Zhonghou.

This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief : (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in their announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Company Announcements” page of the GEM Website at www.hkgem.com for at least 7 days from the date of its publication.

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