Crypto Flow Technology Limited — Capital/Financing Update 2007

Dec 20, 2007

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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

COMPLETION OF SUBSCRIPTION

The Company is pleased to announce that the Subscription has been completed on 18 December 2007 and 58,000,000 Subscription Shares have been subscribed by the Subscribers (who and whose ultimate beneficial owners, are independent of the Company and connected person(s) (as defined in the GEM Listing Rules) of the Company and had no prior business relationship or transactions (as defined in the GEM Listing Rules) with the Company) at HK$1.80 per Subscription Share.

Reference is made to the announcement of the Company dated 31 October 2007 (the “Announcement”) in relation to the Subscription for 58,000,000 Subscription Shares by the Subscribers. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Company is pleased to announce that all the conditions of the Subscription Agreements, which were set out in the Announcement, in particular the completion of the Agreement and granting the listing of, and permission to deal in the Subscription Shares from the GEM Listing Committee of the Stock Exchange, have been fulfilled. The Subscription has been completed on 18 December 2007 and 58,000,000 Subscription Shares have been subscribed by the Subscribers (who and whose ultimate beneficial owners, are independent of the Company and connected person(s) (as defined in the GEM Listing Rules) of the Company and had no prior business relationship or transactions (as defined in the GEM Listing Rules) with the Company) at HK$1.80 per Subscription Share.

The following table shows the shareholding structure of the Company (1) immediately before completion of the Subscription; (2) immediately after completion of the Subscription; and (3) as at the date of this announcement:

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Name of Shareholder Mr. Chan Sek Keung, Ringo_(Note 1) Mr. Ng Lai Yick(Note 2) Power Way Public Shareholders comprising : – Mr. Ng Lai Yick – QPL International Holdings Limited(Note 3)_ – The Subscribers	Immediately before completion of the Subscription No. of Shares Approximate % 79,560,000 21.26 40,034,744 10.70 72,000,000 19.24 182,603,751 48.80 N/A N/A 20,108,745 5.37	Immediately before completion of the Subscription No. of Shares Approximate % 79,560,000 21.26 40,034,744 10.70 72,000,000 19.24 182,603,751 48.80 N/A N/A 20,108,745 5.37	Immediately after completion of the Subscription No. of Shares Approximate % 79,560,000 18.41 N/A N/A 72,000,000 16.66 280,638,495 64.93 40,034,744 9.27 20,108,745 4.65	Immediately after completion of the Subscription No. of Shares Approximate % 79,560,000 18.41 N/A N/A 72,000,000 16.66 280,638,495 64.93 40,034,744 9.27 20,108,745 4.65	As at the date of this announcement (Note 4) No. of Shares Approximate % 74,560,000 17.25 N/A N/A 72,000,000 16.66 285,638,495 66.09 40,034,744 9.27 20,108,745 4.65	As at the date of this announcement (Note 4) No. of Shares Approximate % 74,560,000 17.25 N/A N/A 72,000,000 16.66 285,638,495 66.09 40,034,744 9.27 20,108,745 4.65
(1) Legg Mason International Equities (Singapore) Pte. Limited (2) Enso Global Equities Master Partnership LP (3) Enso Global Equities Levered Master Partnership LP (4) Enso Global Opportunities Fund	– 1,928,398 818,441 1,042,000	– 0.52 0.22 0.28	30,000,000 20,319,409 7,227,430 4,242,000	6.94 4.70 1.67 0.98	30,000,000 23,603,110 8,561,480 4,242,000	6.94 5.46 1.98 0.98
– Other public Shareholders Total	158,706,167 374,198,495	42.41 100.00	158,706,167 432,198,495	36.72 100.00	159,088,416 432,198,495	36.81 100.00

Notes:

1. As at the date of this announcement, Mr. Chan Sek Keung, Ringo (“Mr. Ringo Chan”), Chairman, Chief Executive Officer and executive director of the Company, is deemed, by virtue of the SFO, to be interested in the 56,400,000 Shares held by Woodstock Management Limited, a company wholly-owned by him, in addition to the 18,160,000 Shares held by him personally.

2. Mr. Ng Lai Yick is deemed, by virtue of the SFO, to be interested in the 36,900,000 Shares held by North 22 Nominees Limited, a company wholly-owned by him, in addition to the 3,134,744 Shares held by him personally. Mr. Ng was an ex-Director of the Company until May 2001 and currently does not hold any position in the Group.

3. QPL International Holdings Ltd. (“QPL”) was an initial management Shareholder at the time of initial public offering of the Shares on GEM in May 2002. Mr. Kwan Kit Tong, who was appointed to the Board to represent the interest of QPL, resigned as a non-executive Director with effect from 26 August 2007.

4. On the day following the date of completion of the Subscription, being 19 December 2007, Mr. Ringo Chan has disposed of 5,000,000 Shares as referred to in the announcement of the Company dated 19 December 2007.

By order of the Board WAFER SYSTEMS LIMITED Pang Kin Man, Edmond Company secretary

Hong Kong, 20 December 2007

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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 independent non-executive Directors, namely Mr. PANG Hing Chung, Alfred, Mr. David Tsoi and Mr. SO Lie Mo, Raymond.

This announcement, for which the Directors, including all independent non-executive Directors, collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, 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 this 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 (www.hkgem.com) for at least 7 days from its date of publication and the Company’s website at www.wafersystems.com.

• For identification purpose only

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