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Crypto Flow Technology Limited Proxy Solicitation & Information Statement 2007

Nov 16, 2007

51323_rns_2007-11-16_b55f1b93-1ab1-49e3-9e8e-185060fa47fe.pdf

Proxy Solicitation & Information Statement

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Wafer Systems Limited (the “ Company ”) will be held at Units 901-7, 9/F., Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong on Wednesday, 5 December 2007 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT

  2. (a) the agreement (the “ Agreement ”) dated 8 October 2007 entered into among Power Way Group Limited (the “ Vendor ”), Rising Move International Limited as purchaser, Firich Enterprises Co., Ltd., LottVision Limited, Melco International Development Limited as Vendor’s guarantors and the Company as the purchaser’s guarantor in relation to the sale and purchase (the “ Acquisition ”) of all equity interests in Precious Success Holdings Limited and majority equity interests in Oasis Rich International Limited at a total consideration of HK$668,000,000 (the “ Consideration ”), a copy of the Agreement having been produced to the EGM marked “ A ” and initialed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

  3. (b) the allotment and issue of 72,000,000 new shares of the Company (the “ Consideration Shares ”) of HK$0.01 each in the share capital of the Company at the issue price of HK$0.85 per Consideration Share (subject to adjustments pursuant to the terms of the Agreement) to the Vendor or its nominee(s) credited as fully paid to satisfy part of the Consideration be and are hereby approved;

* for identification purpose only

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  • (c) the issue of the convertible bonds in the principal amount of HK$606,800,000 (the “ Convertible Bonds ”) by the Company to the Vendor or its nominee(s) to satisfy part of the Consideration pursuant to the terms of the Agreement be and are hereby approved;

  • (d) the allotment and issue of such number of new shares of the Company (the “ Conversion Shares ”) of HK$0.01 each in the share capital of the Company at the initial conversion price of HK$0.85 per Conversion Share (subject to adjustments pursuant to the terms and conditions of the Convertible Bonds) upon exercise of the conversion rights attached to the Convertible Bonds be and are hereby approved; and

  • (e) the directors of the Company (the “ Directors ”) be and are hereby authorised to execute all such documents and do all such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Agreement and the transactions contemplated thereunder including but not limited to the issue of the Convertible Bonds, the allotment and issue of the Consideration Shares and the Conversion Shares.”

  • THAT the authorised share capital of the Company be and is hereby increased from HK$5,000,000 divided into 500,000,000 shares of the Company (the “ Shares ”) of HK$0.01 each to HK$20,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,500,000,000 unissued Shares and the Directors be and are hereby authorised for and on behalf of the Company to execute all such documents and to do all such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to such increase in the authorised share capital of the Company.”

  • THAT Mr. So Lie Mo, Raymond be and is hereby re-elected as Director of the Company.”

By Order of the Board Wafer Systems Limited Pang Kin Man, Edmond Company Secretary

Hong Kong, 19 November 2007

Notes:

  • (i) 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.

  • (ii) 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 1806-7, 18th 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).

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  • (iii) Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the meeting or any adjournment thereof should they so desire.

As at the date of this announcement, the Board consists of one executive Director, namely Mr. CHAN Sek Keung, Ringo, and 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.

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