THis CiRCULAR is iMPORTANT AND REQUiREs YOUR iMMEDiATE ATTENTiON

This circular is for information purposes only and does not constitute an invitation or offer to acquire or subscribe for securities.

if you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

if you have sold or transferred all your shares in Wafer Systems Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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(Incorporated in the Cayman Islands with limited liability)

(stock Code: 8198)

(1) CONTiNUiNG CONNECTED TRANsACTiONs; (2) PROPOsED CHANGE OF COMPANY NAME; (3) PROPOsED REFREsHMENT OF THE LiMiT OF THE EXisTiNG sHARE OPTiON sCHEME; AND

(4) RE-ELECTiON OF A DiRECTOR

Financial adviser to the Company

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independent Financial Adviser to the independent Board Committee and the independent shareholders

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A letter from the Independent Board Committee containing its advice and recommendation to the independent Shareholders is set out on page 16 of this circular. A letter from Ample Capital, the Independent Financial Adviser to the Independent Board Committee and the independent Shareholders, is set out on pages 17 to 23 of this circular.

A notice convening the EGM to be held at Units 901-7, 9/F., Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong on Wednesday, 20 February 2008 at 3:30 p.m. is set out on pages 31 to 33 of this circular. A form of proxy for the EGM is enclosed with this circular of the Company. Whether or not you propose to attend the EGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the EGM. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and the Company’s website at www.wafersystems.com.

28 January 2008

* For identification purpose only

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. GEM listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Background information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
1. Continuing Connected Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
2. Proposed change of Company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
3. The Proposed Refreshment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
4. Re-election of executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Requirements of the GEM Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …	13
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Procedures for demanding a poll by the Shareholders . . . . . . . . . . . . . . . . . . . . . . . . .	14
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31

ii -

DEFINITIONS

In this circular, unless the context otherwise requires, terms used herein shall have the following meanings:

“Acquisition”

the acquisition of the entire issued share capital of PAL Holdco and 60% of the issued share capital of Oasis Rich under the Agreement

“Agreement”

the agreement dated 8 October 2007 entered into among Rising Move as the purchaser, Power Way as the vendor, Melco, Firich and LottVision together as the vendor guarantors and the Company for the sale and purchase of the entire issued share capital of PAL Holdco and 60% of the issued share capital of Oasis Rich

“Announcement”

the announcement of the Company dated 9 January 2008 in relation to the Continuing Connected Transactions, the change of Company name and the appointment of Mr. Henry Ko as executive Director

“Articles” the articles of association of the Company “associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Board” the board of Directors
“Company”

Wafer Systems Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM

“connected person(s)”

has the meaning ascribed to it under the GEM Listing Rules

“Continuing Connected the entering into of the Supply Agreement and the Purchase Transactions” Agreement and the transactions contemplated thereunder
“Director(s)” director(s) of the Company

“EGM” the extraordinary general meeting to be convened by the Company at Units 901-7, 9/F., Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong on Wednesday, 20 February 2008 at 3:30 p.m., to consider and, if thought fit, to approve, among other things, the Supply Agreement and the Purchase Agreement and the transactions contemplated thereunder, including the Sales Cap and the Purchase Cap, the change of Company name, the Proposed Refreshment and the re-election of Mr. Henry Ko as executive Director

DEFINITIONS

“Eligible Participant(s)”

any employee, Director, adviser or business consultant of the Company or any of its subsidiaries as determined by the Board at its absolute discretion

“Existing Scheme Limit”

the existing scheme limit under the Existing Share Option Scheme refreshed by the Shareholders at the annual general meeting of the Company on 25 April 2003, which set out the maximum number of share options that may be granted by the Company to the Eligible Participants, being 10% of the issued share capital of the Company as at the date of such refreshment

“Existing Share Option Scheme” the existing share option scheme of the Company approved by the Shareholders on 20 April 2002
“Firich” Firich Enterprises Co., Ltd., 伍豐科技股份有限公司, a company incorporated in Taiwan and the issued shares of which are listed on the Taiwan Gre Tai Securities Market, and together with its subsidiaries from time to time is referred to in this circular as the “Firich Group”
“GEM”

the Growth Enterprise Market of the Stock Exchange

“GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

“Group”

the Company and its subsidiaries from time to time

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”
the independent committee of the Board, comprising all the independent non-executive Directors, set up to advise the independent Shareholders as to the fairness and reasonableness of the Supply Agreement and the Purchase Agreement, including the Sales Cap and the Purchase Cap
“Independent Financial Adviser” or “Ample Capital”
Ample Capital Limited, a licensed corporation to carry out types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO, the independent financial adviser appointed by the Company to advise the Independent Board Committee and the independent Shareholders regarding the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap
“Latest Practicable Date”
23 January 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
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	DEFINITIONS
“LottVision”	LottVision Limited, a company incorporated in Bermuda, the
	issued shares of which are listed on the Singapore Exchange
	Securities Trading Limited
“Melco”	Melco International Development Limited, a company incorporated
	in Hong Kong, the issued shares of which are listed on the main
	board of the Stock Exchange
“Mr. Henry Ko”	Mr. Ko Chun Fung, Henry, the executive Director
“Oasis Rich”	Oasis Rich International Ltd., a company incorporated in the
	Republic of Mauritius with limited liability, and a non wholly-
	owned subsidiary of the Company
“PAL”	PAL Development Limited, a company incorporated in Hong
	Kong with limited liability, and an indirect non wholly-owned
	subsidiary of the Company
“PAL Group”	PAL and its subsidiaries from time to time
“PAL Holdco”	Previous Success Holdings Limited, a company incorporated in
	the British Virgin Islands with limited liability, and an indirect
	wholly-owned subsidiary of the Company
“POS”	an acronym for point of sales
“Power Way”	Power Way Group Limited, a company incorporated in the
	British Virgin Islands which is owned as to 54.79%, 18.26% and
	26.95% respectively by Melco LottVentures Holdings Limited
	(a wholly-owned subsidiary of Melco), LottVision and Firich
“PRC”	the People’s Republic of China which for the purpose of
	this circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Proposed Refreshment”	the proposal to refresh the Existing Scheme Limit so that the
	Company may grant options to the Eligible Participants of up
	to 10% of its issued share capital as at the date of approving
	such refreshment by the Shareholders at the EGM
“Purchase Agreement”	the Purchase Agreement entered into between Wu Sheng and
	Firich dated 9 January 2008 in relation to the purchase of certain
	materials/unfinished parts from the Firich Group

DEFINITIONS

“Purchase Cap”	the maximum annual amount to be paid by Wu Sheng to the
	Firich Group for each of the three years ending 31 December
	2010 in relation to the purchase of certain materials/unfinished
	parts from the Firich Group by Wu Sheng
“Rising Move”	Rising Move International Limited, a company incorporated in
	the British Virgin Islands and a wholly-owned subsidiary of the
	Company
“Sales Cap”	the maximum annual amount to be paid by the Firich Group to
	Wu Sheng for each of the three years ending 31 December 2010
	in relation to the sale and delivery of POS and lottery vending
	terminals and accessory products to the Firich Group by Wu
	Sheng
“SFO”	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
“Shareholder(s)”	holder(s) of the Share(s)
“Shares”	ordinary shares of HK$0.01 in the issued share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supply Agreement”	the Supply Agreement entered into between Wu Sheng and
	Firich dated 9 January 2008 in relation to the sale and delivery
	of POS and lottery vending terminals and accessory products
	to the Firich Group
“US”	the United States of America
“Wu Sheng”	Wu Sheng Computer Technology (Shanghai) Co., Ltd伍盛計
	算機科技(上海)有限公司, a wholly owned foreign enterprise
	established in Shanghai, PRC
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“NT$”	New Taiwan dollars, the lawful currency of Taiwan
“RMB”	Renminbi yuan, the lawful currency of the PRC
“US$”	US dollars, the lawful currency of the US
“%”	per cent.

For the purpose of this circular, amounts in NT$ is respectively translated into HK$ at the following exchange rate:

HK$1.00 : NT$4.15

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

Executive Directors:

Mr. Chan Sek Keung, Ringo (Chairman & Chief Executive Officer) Mr. Ko Chun Fung, Henry

Independent non-executive Directors:

Mr. Pang Hing Chung, Alfred Mr. David Tsoi Mr. So Lie Mo, Raymond

Registered office:

4th Floor, Scotia Centre P.O. Box 2804 George Town Grand Cayman KY1-1112 Cayman Islands British West Indies

Head office and principal place of business: Units 901-7, 9th Floor Prosperity Millennia Plaza 663 King’s Road North Point Hong Kong

28 January 2008

To the Shareholders

Dear Sir and Madam,

(1) CONTINUING CONNECTED TRANSACTIONS; (2) PROPOSED CHANGE OF COMPANY NAME; (3) PROPOSED REFRESHMENT OF THE LIMIT OF THE EXISTING SHARE OPTION SCHEME; AND (4) RE-ELECTION OF A DIRECTOR

INTRODUCTION

Reference is made to the Announcement in relation to the Continuing Connected Transactions, the change of Company name and the appointment of Mr. Henry Ko as the executive Director. On 9 January 2008, Wu Sheng, an indirect non wholly-owned subsidiary of the Company entered into the Purchase Agreement with Firich whereby Wu Sheng will purchase from the Firich Group certain materials/unfinished parts for the manufacture of POS and lottery vending terminals. On the same day,

* For identification purpose only

LETTER FROM THE BOARD

Wu Sheng entered into the Supply Agreement with Firich whereby Wu Sheng will sell and deliver POS and lottery vending terminals and accessory products to the Firich Group. Each of the Supply Agreement and the Purchase Agreement has a term of three years ending 31 December 2010. For each of the three years ending 31 December 2010, the Purchase Cap will be HK$265 million, HK$275 million and HK$350 million respectively and the Sales Cap will be HK$115 million, HK$200 million and HK$260 million respectively.

In the Announcement, it was also announced that Mr. Henry Ko has been appointed as an executive Director with effect from 7 January 2008 and the Board proposed to change the name of the Company from “Wafer Systems Limited” to “Melco LottVentures Limtied” and the Company will adopt the new Chinese name “新濠環彩有限公司” to replace the existing un-registered Chinese name “威發系統有限公司” upon the change of the new English name becoming effective.

The purpose of this circular is to provide you with, among other things, further details of (i) the Purchase Agreement and the Supply Agreement; (ii) change of the Company name; (iii) refreshment of the limit of the existing share option scheme of the Company; (iv) re-election of Mr. Henry Ko as the executive Director; (v) information of the Group; and (vi) to give notice of the EGM.

BACKGROUND INFORMATION

Reference is made to the announcement of the Company dated 18 October 2007, in which the Board announced that on 8 October 2007, Rising Move, a wholly-owned subsidiary of the Company, entered into the Agreement with Power Way, a company which is owned as to 26.95% by Firich, 54.79% by Melco and 18.26% by LottVision, to purchase the entire issued share capital of PAL Holdco and 60% of the issued share capital of Oasis Rich which in turn owns 80% interest in PAL and 60% interest in Wu Sheng respectively, at a consideration of HK$668,000,000. Such acquisitions were completed on 13 December 2007. As a result, PAL Holdco and Oasis Rich have respectively become an indirect wholly-owned subsidiary and a non wholly-owned subsidiary of the Company after completion of such acquisitions. Further details of such acquisitions are set out in the announcement and circular of the Company dated 18 October 2007 and 19 November 2007 respectively.

Wu Sheng was established in Shanghai, PRC on 17 April 2007. It is principally engaged in assembling of POS and lottery vending terminals. Upon the establishment of Wu Sheng, the Firich Group has transferred its assembling process of the POS and lottery vending terminals for the PRC’s market to Wu Sheng, which was previously outsourced to independent manufacturers before the establishment of Wu Sheng.

LETTER FROM THE BOARD

1. CONTINUING CONNECTED TRANSACTIONS

On 9 January 2008, Wu Sheng, an indirect non wholly-owned subsidiary of the Company entered into the Purchase Agreement with Firich whereby Wu Sheng will purchase from the Firich Group certain materials/unfinished parts for the manufacture of POS and lottery vending terminals. On 9 January 2008, Wu Sheng entered into the Supply Agreement with Firich whereby Wu Sheng has agreed to sell and deliver POS and lottery vending terminals and accessory products to the Firich Group. Each of the Supply Agreement and the Purchase Agreement has a term of three years ending 31 December 2010. Salient terms of each of the Purchase Agreement and the Supply Agreement are set out below:

Purchase Agreement

Date : 9 January 2008 Parties involved: (1) Wu Sheng (2) Firich Term: Three years ending 31 December 2010

Major terms:

Purchase Cap

Pursuant to the Purchase Agreement, Wu Sheng will purchase certain materials/unfinished parts for the manufacture of POS and lottery vending terminals from the Firich Group. The Purchase Cap for each of the three years ending 31 December 2010 will be HK$265 million, HK$275 million and HK$350 million respectively.

The proposed Purchase Cap is determined based on the volume of expected materials/ unfinished parts that would need to be purchased by Wu Sheng in each of the three years ending 31 December 2010 in order to meet its expected sales demand of POS and lottery vending terminals after taking into account the expected growth rate in the lottery market. The purchase prices of the materials/unfinished parts will be reviewed and agreed between the parties every year and will be determined based on normal commercial terms with reference to the manufacturing costs or purchase costs in manufacturing or purchasing the materials/unfinished parts by the Firich Group.

Conditions to the Purchase Agreement:

The Purchase Agreement will become effective upon fulfillment of the following conditions:

LETTER FROM THE BOARD

(1) the passing by the independent Shareholders at the EGM to be convened and held of an ordinary resolution to approve the Purchase Agreement and the transactions contemplated thereunder;
(2) all necessary consents, authorizations, licences and approvals required to be obtained on the part of the Firich Group in respect of the Purchase Agreement having been obtained;
(3) all necessary consents, authorizations, licences and approvals required to be obtained on the part of Wu Sheng in respect of the Purchase Agreement having been obtained; and
(4) entering into of the Supply Agreement and the passing of an ordinary resolution by the independent Shareholders at the EGM to approve the Supply Agreement and the transactions contemplated thereunder.

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Supply Agreement

Date: 9 January 2008 Parties involved: (1) Wu Sheng (2) Firich

Term: Three years ending 31 December 2010

Major terms:

Sales Cap

Pursuant to the Supply Agreement, Firich, for itself and on behalf of its subsidiaries, will purchase and Wu Sheng will sell and deliver POS and lottery vending terminals and accessory products to the Firich Group. The Sales Cap for each of the three years ending 31 December 2010 will be HK$115 million, HK$200 million and HK$260 million respectively.

The Sales Cap is determined with reference to the expected sales demand of POS and lottery vending terminals and accessory products of the Firich Group after taking into account the expected growth rate in the lottery market in the Asian region.

LETTER FROM THE BOARD

Conditions to the Supply Agreement:

The Supply Agreement will become effective upon fulfillment of the following conditions:

(1) the passing by the independent Shareholders at the EGM to be convened and held of an ordinary resolution to approve the Supply Agreement and the transactions contemplated thereunder;
(2) all necessary consents, authorizations, licences and approvals required to be obtained on the part of Wu Sheng in respect of the Supply Agreement having been obtained;
(3) all necessary consents, authorizations, licences and approvals required to be obtained on the part of the Firich Group in respect of the Supply Agreement having been obtained; and
(4) entering into of the Purchase Agreement and the passing of an ordinary resolution by the independent Shareholders at the EGM to approve the Purchase Agreement and the transactions contemplated thereunder.

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Reasons for entering in the Supply Agreement and the Purchase Agreement

The Firich Group has been a leading POS system provider focusing in high quality and high performance POS systems in the retail, hospitality, lottery, medical and entertainment businesses since 1995. For over a decade, the Firich Group has been a strong growing provider of versatile POS systems to accommodate different applications in different industries, offering comprehensive POS services for its customers. The Directors are of view that the Supply Agreement and the Purchase Agreement would benefit the Group by securing a quality supply of materials/unfinished parts from a reputable supplier like Firich and the sale of POS and lottery vending terminals and accessory products to Firich would enhance the Group’s sales as well as promoting the Group’s products through the cooperation with the Firich Group.

The Directors consider that the entering into of the Supply Agreement and the Purchase Agreement is in the usual and ordinary course of business of the Group and the terms of the Supply Agreement and the Purchase Agreement were negotiated on an arm’s length basis and on normal commercial terms between the Group and Firich. The Directors are of view that the terms and conditions of the Supply Agreement and the Purchase Agreement, including the Sales Cap and Purchase Cap, are fair and reasonable and in the interest of the Company and Shareholders as a whole.

LETTER FROM THE BOARD

Implications of the GEM Listing Rules

Firich is a substantial shareholder of Wu Sheng, an indirect non wholly-owned subsidiary of the Company, and therefore a connected person of the Company as defined in the GEM Listing Rules. Accordingly, the transactions contemplated under the Supply Agreement and the Purchase Agreement constitute continuing connected transactions for the Company under Chapter 20 of the GEM Listing Rules. As each of the applicable percentage ratios (as defined in the GEM Listing Rules) for the proposed Sales Cap and Purchase Cap are more than 2.5%, the Supply Agreement and the Purchase Agreement and the transactions contemplated thereunder, including the Sales Cap and the Purchase Cap, are subject to approval by the independent Shareholders. As none of the Shareholders has an interest in the Continuing Connected Transactions, no Shareholder is required to abstain from voting on the relevant resolution(s) to be proposed at the EGM to approve the Continuing Connected Transactions and the Company does not have any other prior transaction with Firich that would require to be aggregated with the Continuing Connected Transactions pursuant to Rule 20.25 of the GEM Listing Rules.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “Wafer Systems Limited” to “Melco LottVentures Limited”. Upon the change of English name of the Company becoming effective, the Company will adopt a new Chinese name “ 新濠環彩有限公司” to replace the existing un-registered Chinese name “威發系統有限公司”. The new Chinese name, if approved, will be registered in the Registrar of Companies in the Cayman Islands. Pursuant to the Articles, the change of name of the Company shall become effective after the approval by the Shareholders by way of special resolution at the EGM. The Company will carry out the necessary filing procedures as required by the Registrar of Companies in Hong Kong and the Cayman Islands once the change of the name of the Company becomes effective.

Reasons for the change of Company name

The Acquisition has been completed on 13 December 2007 and both PAL and Wu Sheng have respectively become an indirect wholly-owned subsidiary and an indirect non whollyowned subsidiary of the Company which are respectively engaged in various lottery-related businesses and ventures in the PRC as well as other Asian countries, and the manufacture of lottery vending terminals and POS systems. The Board proposes to change the name of the Company from “Wafer Systems Limited” to “Melco LottVentures Limited” in order to reflect the Group’s principal business focus of lottery-related businesses following completion of the Acquisition as well as its close operation relationship with Melco.

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LETTER FROM THE BOARD

Share Certificates

The proposed change of name of the Company will not affect any of the rights of the Shareholders. The share certificates bearing the Company’s existing name will continue to be evidence of title to the Shares and valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company. However, only new share certificates of the Company will be issued under the new name of the Company after the change of its name has become effective.

3. THE PROPOSED REFRESHMENT

The Existing Share Option Scheme was adopted pursuant to an ordinary resolution passed by the Shareholders on 20 April 2002. Pursuant to the Existing Share Option Scheme, the Directors were authorised to grant share options to the Eligible Participants to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of the share options granted under the Existing Share Option Scheme, and the maximum number of Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the Existing Share Option Scheme and any other share option scheme of the Group must not in aggregate exceed 30% of the issued share capital of the Company from time to time.

Under the initial limit (the “Initial Limit”) of the Existing Share Option Scheme, the Company may grant options of up to 10% (equivalent to 27,826,000 Shares) of the issued share capital of the Company as at the date of placing under the prospectus of the Company dated 10 May 2002, and share options carrying the rights to subscribe for 13,136,000 Shares were granted, of which 6,601,000 were exercised, 1,500,000 were outstanding and 5,035,000 were lapsed (representing approximately 1.520%, 0.346% and 1.160% respectively of the issued share capital of the Company as at the Latest Practicable Date).

At the annual general meeting of the Company on 25 April 2003, the Initial Limit was refreshed and the Existing Scheme Limit was approved by the Shareholders. Under the Existing Scheme Limit, the Company may grant options of up to 10% (equivalent to 28,226,800 Shares) of the issued share capital of the Company as at the date of such refreshment, and share options carrying the rights to subscribe for 15,855,000 Shares were granted, of which 3,055,750 were exercised, 10,388,250 were outstanding and 2,411,000 were lapsed, representing approximately 0.704%, 2.393% and 0.555% respectively of the issued share capital of the Company as at the Latest Practicable Date.

Reasons for the Proposed Refreshment

The Existing Share Option Scheme was adopted by the Company for the purpose to encourage the Eligible Participants to achieve long term performance targets set by the Group and at the same time allows the Eligible Participants to enjoy the results of the Company attained through their efforts and contribution. As at the Latest Practicable Date, there remains 12,371,800 available share options, which the Company may grant to the Eligible Participants under the Existing Scheme Limit, representing approximately 2.85% of the issued share capital of the Company as at the Latest Practicable Date. The Directors consider that the Share Option

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LETTER FROM THE BOARD

Scheme is a cost effective way to reward Eligible Participants who have made contributions to the Group and the Company should refresh the Existing Scheme Limit so that the Company could have more flexibility to provide incentives to and motivates those Eligible Participants under the Existing Share Option Scheme by way of granting share options to them.

If the refreshment of the Existing Scheme Limit is approved at the EGM, based on the 434,151,495 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued up to the date of the EGM, the Company will be authorised to grant share options under the Existing Share Option Scheme for subscription of up to a total of 43,415,149 Shares, representing approximately 10% of the issued share capital of the Company as at the date of the EGM. Any remaining available share options that are not granted under the Existing Scheme Limit, will not be granted in the future upon the approval of the Proposed Refreshment at the EGM. As at the Latest Practicable Date, the Company has not adopted any share option schemes other than the Existing Share Option Scheme.

Conditions of the Proposed Refreshment

The Proposed Refreshment is conditional upon:

the passing of the ordinary resolution by the Shareholders at the EGM to approve the Proposed Refreshment; and
the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may be issued and allotted upon the exercise of the subscription rights attaching to the options that may be granted under the refreshed limit of the Existing Share Option Scheme, up to 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the EGM.

4. RE-ELECTION OF EXECUTIVE DIRECTOR

Reference is made to the Announcement in relation to, among other things, the appointment of Mr. Henry Ko as the executive Director.

In accordance with the Articles, any Director appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Mr. Henry Ko, whose appointment as the executive Director took effect on 7 January 2008, shall retire at the EGM and being eligible, offer himself for re-election. A resolution for re-electing Mr. Henry Ko as the executive Director will be proposed at the EGM. Disclosure required under the GEM Listing Rules pursuant to such re-election is included in the paragraph headed “Details of the Director to be re-elected” in the appendix to this circular.

12 -

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

The PAL Group is principally engaged in various lottery-related businesses and ventures in the PRC as well as other Asian countries.

Wu Sheng is a wholly-owned foreign enterprise established in Shanghai, PRC and is principally engaged in the manufacturing of lottery terminals for the PRC’s sports lottery and the PRC’s welfare lottery. From 2006 to 2010, only six authorized distributors are allowed to distribute POS machines for sports lottery in the PRC. Wu Sheng is the POS machine supplier to the largest authorized distributor.

REQUIREMENTS OF THE GEM LISTING RULES

Pursuant to the GEM Listing Rules, the Independent Board Committee has been set up, comprising the three independent non-executive Directors namely, Mr. Pang Hing Chung, Alfred, Mr. David Tsoi and Mr. So Lie Mo, Raymond, to advise the independent Shareholders as to whether or not the terms of the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap are fair and reasonable so far as the independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Ample Capital has been appointed as the Independent Financial Adviser by the Company to advise the Independent Board Committee and the independent Shareholders on the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap.

EGM

The EGM will be convened and held at Units 901-7, 9/F., Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong on Wednesday, 20 February 2008 at 3:30 p.m. to consider and, if thought fit, to approve the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap, the change of Company name, the Proposed Refreshment and the re-election of Mr. Henry Ko as the Executive Director.

A notice convening the EGM is set out on pages 31 to 33 of this circular and a proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for the EGM. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM in person if you so wish.

13 -

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL BY THE SHAREHOLDERS

Article 66 of the Articles sets out the procedures by which Shareholders 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:

by the Chairman of such meeting; or
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
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 representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or
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 deemed to be the same as a demand by a member.

RECOMMENDATION

The Directors consider that the terms of the Supply Agreement and the Purchase Agreement including the Purchase Cap and the Sales Cap are fair and reasonable and the entering into the Supply Agreement and the Purchase Agreement is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the EGM to approve the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap.

14 -

LETTER FROM THE BOARD

Your attention is drawn to (i) the letter from the Independent Board Committee as set out on page 16 of this circular which contains the recommendation of the Independent Board Committee to the independent Shareholders regarding the Supply Agreement and the Purchase Agreement; and (ii) the letter from the Independent Financial Adviser to the Independent Board Committee and the independent Shareholders as set out on pages 17 to 23 of this circular containing its advice to the Independent Board Committee and the independent Shareholders in this regard. The Independent Board Committee, having taking into account the advice from the Independent Financial Adviser, considers that the terms of the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap are fair and reasonable so far as the independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the EGM to approve the Continuing Connected Transactions.

The Directors (including the independent non-executive Directors) also consider that the change of Company name, the Proposed Refreshment and the re-election of Mr. Henry Ko as the executive Director are in the interests of the Company and Shareholders as a whole, and accordingly the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

ADDITIONAL INFORMATION

Please refer to the appendix to this circular for additional information.

Yours faithfully, For and on behalf of the Board of WAFER SYSTEMS LIMITED Chan Sek Keung, Ringo Chairman and executive Director

15 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [192 x 83] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

Units 901-7, 9th Floor Prosperity Millennia Plaza 663 King’s Road North Point Hong Kong

28 January 2008

To the independent Shareholders

Dear Sir and Madam,

CONTINUING CONNECTED TRANSACTIONS

We have been appointed as members of the Independent Board Committee to advise you in respect of the terms of the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap, details of which are set out in the “Letter from the Board” in the circular dated 28 January 2008, of which this letter forms part. Capitalised terms used in this letter have the same meanings as defined in the said circular unless the context otherwise requires.

We wish to draw your attention to the letter of advice from Ample Capital as set out on pages 17 to 23 of this circular, which contains its advice and recommendation to us as to whether or not the terms of the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap are fair and reasonable so far as the independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole, as well as the principal factors and reasons for its advice and recommendation.

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of, Ample Capital as stated in its aforementioned letter of advice, we are of the opinion that the terms of the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap are fair and reasonable so far as the independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We therefore recommend the independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the EGM to approve the Supply Agreement and the Purchase Agreement including the Sales Cap and the Purchase Cap.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Pang Hing Chung, Alfred Mr. David Tsoi Mr. So Lie Mo, Raymond

Independent non-executive Directors

* For identification purpose only

16 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the independent Shareholders in relation to the Continuing Connected Transactions and the proposed caps of the Continuing Connected Transactions, which has been prepared for the purpose of inclusion in this circular.

==> picture [122 x 47] intentionally omitted <==

Unit A, 14/F. Two Chinachem Plaza 135 Des Voeux Road Central Hong Kong

28 January 2008

To Independent Board Committee and the independent Shareholders of

Wafer Systems Limited

Dear Sirs and Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the independent Shareholders on the terms of the Continuing Connected Transactions and the proposed caps of the Continuing Connected Transactions, details of which are set out in the circular (the “Circular”) of the Company dated 28 January 2008 of which this letter forms part. Unless the context requires otherwise, terms used in this letter have the same meanings as defined in the Circular.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Pang Hing Chung, Alfred, Mr. David Tsoi and Mr. So Lie Mo, Raymond, has been established to advise the independent Shareholders on the terms of Continuing Connected Transactions and the proposed caps of the Continuing Connected Transactions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company. We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors and the management of the Company for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and presentation provided to us by the Directors.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group.

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

In arriving at our opinion with regard to the Continuing Connected Transactions and the proposed caps of the Continuing Connected Transactions, we have considered the following principal factors and reasons:

1. Background

Information on Wu Sheng and Firich

Wu Sheng was established in Shanghai, PRC on 17 April 2007. It is principally engaged in the assembling of POS and lottery vending terminals. Upon the establishment of Wu Sheng, the Firich Group has transferred its assembling process of the POS and lottery vending terminals for the PRC market to Wu Sheng, which was previously outsourced to independent manufacturers before the establishment of Wu Sheng. Wu Sheng has not yet commenced its business. Its business will commence once the Purchase Agreement and the Supply Agreement are approved by the independent Shareholders as at it has to make use of its relationship with Firich to develop its business at the initial stage.

18 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Firich Group has been a POS system provider focusing in high quality and high performance POS systems in the retail, hospitality, lottery, medical and entertainment businesses since 1995. For over a decade, the Firich Group has been a provider of versatile POS systems to accommodate different applications in different industries, offering comprehensive POS services for its customers. According to the 2006 annual report of Firich, it recorded a turnover of approximately NT$1,224 million (equivalent to approximately HK$294.8 million) and NT$2,309 million (equivalent to approximately HK$556.2 million) for the two years ended 31 December 2006 respectively. POS and lottery vending terminals are the two major products sold by Firich, with the sale of lottery vending terminals has been rising on a faster trend.

Purchase Agreement

(a) Reasons for the Purchase Agreement

The Group is principally engaged in the provision of network infrastructure solutions, including network infrastructure, network management services and network software, in the PRC and Hong Kong. The Company has recently completed the Acquisition to acquire the entire issued share capital of PAL Holdco and 60% of the issued share capital of Oasis Rich which in turn owns 80% interest in PAL and 60% interest in Wu Sheng respectively. The PAL Group is principally engaged in various lottery-related businesses and ventures in the PRC as well as other Asian countries. Wu Sheng is a wholly-owned foreign enterprise established in Shanghai, PRC and is principally engaged in the manufacturing of lottery terminals for the PRC’s sports lottery and the PRC’s welfare lottery. As stated in the circular of the Company dated 19 November 2007, it’s the Group’s plan to be a leading provider of lottery solutions and services.

Pursuant to the Purchase Agreement, Wu Sheng will purchase certain materials/unfinished parts for the manufacture of POS and lottery vending terminals from the Firich Group.

The Directors are of view that the Purchase Agreement would benefit the Group by securing a quality supply of materials/unfinished parts from a reputable supplier like Firich.

The materials/unfinished parts are purchased by the Firich Group from suppliers that have years of business relationship with the Firich Group. As a result, the Firich Group will be in a better position to source the materials/unfinished parts with better terms. Moreover, as mentioned above, upon the establishment of Wu Sheng, the Firich Group has transferred its assembling process of the POS and lottery vending terminals for the PRC market to Wu Sheng, which was previously outsourced to independent manufacturers before the establishment of Wu Sheng. Accordingly, it is sensible that Firich sources raw materials/unfinished parts for Wu Sheng.

In view of (i) the lack of business track record of Wu Sheng; and (ii) the history and background of the Firich Group, we consider it commercially sensible for Wu Sheng to make purchases from the Firich Group in order to secure a quality supply of material/unfinished parts. Moreover, as the purchases from the Firich Group are for the manufacture of POS and lottery vending terminals, we consider that the entering into of the Purchase Agreement is in line with the Group’s development strategy to develop its business of lottery solutions and services, and is in the ordinary and usual course of business of the Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) Principle terms of the Purchase Agreement

The purchase prices of the materials/unfinished parts will be reviewed and agreed between the parties every year and will be determined based on normal commercial terms with reference to the manufacturing costs or purchase costs in manufacturing or purchasing the materials/ unfinished parts by the Firich Group.

We have reviewed the Purchase Agreement and noticed that for each product with similar specification, the purchase price offered by the Firich Group to Wu Sheng should not be higher than that sold/to be sold by the Firich Group to independent third parties.

In light of (i) the purchase prices are to be determined on normal commercial terms; (ii) the purchase price of the materials/unfinished parts from Firich shall be no favourable than the price of similar products offered to its independent customers; (iii) the purchase prices will be reviewed and agreed between the parties every year, we concur with the Directors that the Purchase Agreement is on normal commercial terms, fair and reasonable so far as the independent Shareholders are concerned.

(c) Purchase Cap

The Purchase Cap for each of the three years ending 31 December 2010 will be HK$265 million, HK$275 million and HK$350 million respectively. The proposed Purchase Cap is determined based on the volume of expected materials/unfinished parts that would need to be purchased by Wu Sheng in each of the three years ending 31 December 2010 in order to meet its expected sales demand of POS and lottery vending terminals after taking into account the expected growth rate of the lottery market.

Since Wu Sheng has not yet commenced its operation, there was no similar purchase from Firich up to the Latest Practicable Date.

We understand from the Directors that the Purchase Cap is determined based on the projected sales of Wu Sheng and the relevant volume of materials/unfinished parts needed in order to meet such forecast. The sales forecast for the year ending 31 December 2008 was estimated by the Directors based on the sales indication which Wu Sheng received from its customers which include the Firich Group. Having considered that Firich Group is a leading POS system provider that will continue to purchase the products of Wu Sheng and the growth of the lottery market and gaming machine market as mentioned below, we consider that the cap amount for the year ending 31 December 2008, which was based on the sales indication from potential customers, was fairly and reasonably stated.

We note that the cap amount for the two years ending 31 December 2010 represents a rise of approximately 3.8% as compared with the cap amount for the year ending 31 December 2008 and approximately 27.3% as compared with the cap amount of the year ending 31 December 2009. We understand that the Directors have used an annual growth rate of approximately 30% to arrive at the projected sales for each of the two years ending 31 December 2010.

20 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In order to assess whether such growth rate is reasonable, we have conducted research on the gaming machine market, which is the major target market for the sales of Wu Sheng’s products, and the lottery market.

According to an article published in “International Gaming and Wagering Business” in December 2007, a publication in relation to the global gaming market, worldwide lottery sales in 2006 recorded an estimate of US$205 billion, representing a gain of approximately 10% over 2005. In the last five years, global lottery sales have soared more than 65%, an average of almost 11% per year. China’s Welfare Lottery increased sales by nearly 24% to reach US$6.2 billion in 2006. China ranked fifth in the world’s lottery sales in 2006.

According to a research report issued by KGI Securities in July 2007, slot machine shipments are expected to grow over 20% in 2007 and 2008 as a result of loosened regulation in certain US states, replacement cycle upturn and market opening in Macau and Singapore. The slot machine sales in Macau is expected to have an annual growth of over 30% during the years 2006-2009. The demand for lottery gaming in China is expected to continue to grow as a result of the low level of penetration and lottery consumption per capita. There was less than 10% of the population of the PRC being lottery players compared to over 60% in developed countries. Moreover, as mentioned in the research report of KGI Securities, the Chinese government is aggressively promoting the lottery business. It aims to double lottery sales from 2005 to 2009 and targets lottery market value of over RMB240 billion by 2010, representing a compound annual growth rate of approximately 26% in the period from 1998-2010.

Based on the above analysis, we are of the view that it is reasonable to expect the worldwide lottery market and gaming machines will continue to show an upward trend and the growth rate of around 30% adopted by the Directors in the projected sales of Wu Sheng is fair and reasonable.

In view of the above analysis, we are of the view that the Purchase Cap is determined on a fair and reasonable basis as far as the Company and the Shareholders as a whole are concerned.

3. Supply Agreement

(a) Reasons for the Supply Agreement

The Directors are of view that the Supply Agreement would benefit the Group by enhancing the Group’s sales as well as promoting the Company’s products through the cooperation with the Firich Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In view that (i) the nature of the transactions under the Supply Agreement fall within the principal business of Wu Sheng; (ii) such transactions will provide a source of revenue to Wu Sheng; and (iii) the terms of the Supply Agreement are fair and reasonable as discussed below, we consider that the Supply Agreement is in the ordinary and usual course of business of the Group and in the interest of the Group and its Shareholders as a whole.

(b) Principal terms of the Supply Agreement

The selling price of POS and lottery vending terminals and accessory products will be determined with reference to the selling price of similar products sold by Wu Sheng to independent third parties. The selling price of the POS and lottery vending terminals and accessory products will be reviewed and agreed between the parties every year and will be determined based on normal commercial terms with reference to the selling price of similar products sold by Wu Sheng to independent third parties. We have reviewed the Supply Agreement and noticed that for each product with similar specification, the purchase price by the Firich Group should not be less than that bought/to be bought from independent third parties.

In view that (i) the selling price of such products will be determined based on normal commercial terms and shall be no less favourable than those available to the independent customers of Wu Sheng; (ii) the selling prices will be reviewed and agreed between the parties every year, we concur with the Directors that the Supply Agreement is on normal commercial terms, fair and reasonable so far as the independent Shareholders are concerned.

(c) The Sales Cap

The Sales Cap for each of the three years ending 31 December 2010 will be HK$115 million, HK$200 million and HK$260 million respectively.

Since Wu Sheng has not yet commenced its operation, there were no similar sales to Firich up to the Latest Practicable Date.

We understand from the Directors that the Sales Cap is determined based on the projected sales of Wu Sheng to the Firich Group, which was estimated by the Directors based on the sales indication which Wu Sheng received from the Firich Group for the year ending 31 December 2008. A 30% annual growth rate is used to estimate the sales made to the Firich Group for each of the two years ending 31 December 2010. Having considered that the Firich Group is a leading POS system provider that will continue to have demand for the products of Wu Sheng and the growth of the lottery market and gaming machine market as mentioned above, we consider that the Sales Cap is determined on a fair and reasonable basis as far as the Company and the Shareholders as a whole are concerned.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the Continuing Connected Transactions are in the ordinary and usual course of business of the Group and the terms of Continuing Connected Transactions are on normal commercial terms. Moreover, we are of the opinion that the Continuing Connected Transactions and the proposed caps for the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Company and the Shareholders are concerned. We therefore advise the independent Shareholders and advise Independent Board Committee to recommend the independent Shareholders to vote in favour of the ordinary resolution(s) to be proposed at the EGM to approve the Continuing Connected Transactions at the EGM.

Yours faithfully, For and on behalf of Ample Capital Limited H. W. Tang President

23 -

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the 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:

(i) the information contained in this circular is accurate and complete in all material respects and not misleading;
(ii) there are no other matters the omission of which would make any statement herein misleading; and
(iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

2. DISCLOSURE OF INTERESTS

(i) Directors’ Interests

Long positions in the Shares

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company in the Shares, underlying Shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which were required, (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors, to be notified to the Company and the Stock Exchange, were as follows:

			Approximate
		Number and class	percentage of
Name	Capacity	of securities	interest
Chan Sek Keung, Ringo_(Note 1)_	Beneficial owner	18,352,000 Shares	4.23%
	Interest through a	56,400,000 Shares	12.99%
	controlled corporation
Pang Hing Chung, Alfred	Beneficial owner	1,500,000 Shares	0.35%
David Tsoi	Beneficial owner	413,500 Shares	0.10%

Note:

Mr. Chan Sek Keung, Ringo, Chairman, Chief Executive Officer and Executive Director, 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 18,352,000 Shares held by him personally.
24 -

GENERAL INFORMATION

APPENDIX

Share options

		No. of			Percentage
		underlying			of the
		Shares (in			issued
		respect of			share
		share			capital of
Name of	Date of	options)	Subscription	Exercise	the
Director	grant	held	price	Period	Company
			(HK$)
Chan Sek Keung, Ringo	30.04.2002	3,000,000	0.55	17.11.2002 to	0.69%
				29.04.2012
	20.02.2003	1,200,000	0.138	20.02.2004 to	0.28%
				19.02.2013
Pang Hing Chung, Alfred	07.12.2007	200,000	2.720	07.06.2008 to	0.05%
				06.12.2009
David Tsoi	12.01.2007	562,500	0.088	12.01.2008 to	0.13%
				11.01.2017
	07.12.2007	200,000	2.720	07.06.2008 to	0.05%
				06.12.2009
So Lei Mo, Raymond	07.12.2007	750,000	2.720	07.06.2008 to	0.17%
				06.12.2009

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had or deemed to have any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required, (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors, to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, none of the Directors (i) had any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2006, the date to which the latest published audited financial statements of the Group were made up; and (ii) was materially interested in any contract and arrangement entered into by any member of the Group subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

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GENERAL INFORMATION

APPENDIX

(ii) Substantial Shareholders’ Interests

So far as is known to any Directors or chief executives of the Company, as at the Latest Practicable Date, the following person (not being a Director or chief executive of the Company) had, or was deemed to have, interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were expected, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

Long positions in the Shares and underlying Shares

			Number of	Approximate
		Number of	underlying Shares	percentage of
Name	Capacity	Shares interested	interested	interest
Power Way	Beneficial owner	72,000,000	713,882,352	181.02%
			(Note 5)
Melco LottVentures	Interest through a	72,000,000	713,882,352	181.02%
Holdings Limited	controlled corporation	(Note 1)	(Note 5)
(“Melco LottVentures”)
Melco Leisure and	Interest through	72,000,000	713,882,352	181.02%
Entertainment	controlled corporations	(Note 2)	(Note 5)
Group Limited
(“Melco Leisure”)
Melco	Interest through	72,000,000	713,882,352	181.02%
	controlled corporations	(Note 3)	(Note 5)
Mr. Ho, Lawrence	Interest through	72,000,000	713,882,352	181.02%
Yau Lung (“Mr. Ho”)	controlled corporations	(Note 4)	(Note 5)
Mr. Ng Lai Yick	Beneficial owner	3,134,744	–	0.72%
(Note 6)	Interest through a	36,900,000		8.50%
	controlled corporation
North 22 Nominees	Beneficial owner	36,900,000	–	8.50%
Limited_(Note 6)_
Enso Capital Management	Interest through a	39,164,000	–	9.02%
LLC (“Enso”)(Note 7)	controlled corporation
Enso Global Equities	Beneficial owner	23,603,110	–	5.44%
Master Partnership LP
(Note 7)
Legg Mason Inc	Interest through controlled	30,000,000	–	6.91%
	corporations

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GENERAL INFORMATION

APPENDIX

Notes:

Melco LottVentures is deemed to be interested in the 72,000,000 Shares by virtue of its controlling interests in Power Way.
Melco Leisure is deemed to be interested in the 72,000,000 Shares by virtue of its controlling interests in its wholly-owned subsidiary, Melco LottVentures.
Melco is deemed to be interested in the 72,000,000 Shares by virtue of its controlling interests in its wholly-owned subsidiary, Melco Leisure.
Mr. Ho is deemed to be interested in the 72,000,000 Shares by virtue of his controlling interests in Melco, which are held by him personally and his controlled corporations.
Convertible bonds in the principal amount of HK$606,800,000 carrying the rights to subscribe for Shares at an initial conversion price of HK$0.85 per Share was issued by the Company to Power Way on 13 December 2007 to satisfy part of the consideration of the Acquisition under the Agreement. If Power Way exercises the conversion rights attaching to the said convertible bonds in full at the initial conversion price, a total of 713,882,352 Shares will be issued to Power Way. However, no conversion of the convertible bonds shall be made, if immediately upon such conversion, (1) Power Way and its parties acting in concert (as defined under the Hong Kong Code on Takeovers and Mergers (the “Code”) with it will be under an obligation to make a general offer under the Code; (2) each of (i) any of the existing Shareholders holding more than 20% or more of the voting rights of the Company as at the date of the Agreement; and (ii) Power Way and its parties acting in concert (as defined under the Code) will hold 20% or more of the voting rights of the Company respectively; or (3) the public float of the Shares falls below 25% (or any given percentage as required by the GEM Listing Rules) of the issued Shares.
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.
Enso is deemed, by virtue of the SFO, to be interested in the 39,164,000 Shares which include the 23,603,110 Shares held by Enso Global Equities Master Partnership LP, which is a discretionary fund controlled by Enso.

Save as disclosed above, as at the Latest Practicable Date, the Directors and the chief executives of the Company were not aware of any other person (other than the Directors and the chief executives of the Company) who had, or was deemed to have, interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were expected, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

3. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in a business which competes with or may compete with the business of the Group.

27 -

GENERAL INFORMATION

APPENDIX

4. LITIGATION

As at the Latest Practicable Date, so far as is known to the Directors, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

5. MATERIAL CHANGES

As at the Latest Practicable Date, the Directors were not aware of any material adverse changes in the financial or trading position of the Group since 31 December 2006, the date to which the latest published audited financial statements of the Group were made up.

6. SERVICE CONTRACTS

The Company entered into a service contract with Mr. Chan Sek Keung, Ringo as executive Director, for a term of three years from 1 January 2006, subject to retirement by rotation as required in accordance with the Articles.

Mr. Pang Hing Chung, Alfred and Mr. David Tsoi, independent non-executive Directors, were appointed for a term of two years from 1 April 2004, subject to retirement by rotation as required in accordance with the Articles. Their appointment terms were renewed for a further term of two years from 1 April 2006 under the same level of remunerations.

Mr. So Lie Mo, Raymond was appointed independent non-executive Director with effect from 5 September 2007 for a term of two years and subject to retirement by rotation as required in accordance with the Articles.

Save as disclosed, as at the Latest Practicable Date, none of the Directors had any existing service contract or proposed service contract with the Company or any of its subsidiaries or associated companies in force, which was entered into or amended within 6 months prior to the Latest Practicable Date, or is continuous with a notice period of 12 months or more, or which is a fixed term contract with more than 12 months to run irrespective of the notice period (excluding contracts expiring or determinable by the employer within one year without payment of compensation, other than statutory compensation).

7. EXPERT’S QUALIFICATION AND CONSENT

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name Qualification Ample Capital a licensed corporation to carry out types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO

28 -

GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, Ample Capital did not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group be for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Ample Capital did not have any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2006, the date to which the latest published audited financial statements of the Group were made up.

Ample Capital has given and has not withdrawn its written consent to the issue of this circular, with the inclusion of its letter and references to its name in the form and context in which they respectively appears.

8. DETAILS OF THE DIRECTOR TO BE RE-ELECTED

As shown below is the details of Mr. Henry Ko, who is to be re-elected as the executive Director.

Mr. Henry Ko, aged 48, worked with Star Telecom Group, a company listed in Hong Kong since 1993 and was promoted to the position of executive director of Star Telecom Group in 1996. He spearheaded the company’s PCS licence bidding and re-aligned the Star Telecom Group’s joint ventures in the Asia Pacific region. In 1997, he founded Star Telecom Overseas (Cayman Islands) Limited and brought Baring Communications Equity Asia on board as a shareholder while pursuing telecom and Internet investment opportunities in the Asian region. Mr. Henry Ko joined iAsia Technology Limited in 1999 as Co-Chief Executive Officer. After a corporate restructuring in 2004, Mr. Henry Ko headed iAsia Online Systems Limited which became one of the leading financial trading solutions vendors in Hong Kong. Mr. Henry Ko was also involved in the establishment of PAL, an indirect non wholly-owned subsidiary of the Company, and he is currently the director and chief executive officer of PAL.

Mr. Henry Ko obtained a Bachelor of Engineering degree (first class honours) in 1982. In 1990 he received an Australian Postgraduate Course Award to study at the Australian Graduate School of Management, where he obtained his Master of Business Administration degree. Save as disclosed above, Mr. Henry Ko does not currently hold any position in other members of the Group and has not held directorship in any public listed companies in the past three years.

There is no service contract entered into between Mr. Henry Ko and the Company in relation to his appointment as the executive Director. Mr. Henry Ko has no fixed terms of service with the Company and he is entitled to terminate his appointment at any time by giving the Company notice in writing. His appointment is subject to normal retirement and re-election by the Shareholders at the annual general meeting of the Company. The emolument in connection with Mr. Henry Ko’s position as the executive Director will be determined by the Board with reference to his duties and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions. Further announcement will be made by the Company when Mr. Henry Ko’s remuneration is determined.

29 -

GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, Mr. Henry Ko does not have any relationship with any Directors, senior management or substantial or controlling Shareholders and does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as those disclosed above, Mr. Henry Ko does not have any information that needs to be disclosed and brought to the attention of the Shareholders pursuant to rule 17.50(2)(h) to (w) of the GEM Listing Rules.

9. MISCELLANEOUS

(a) The registered office of the Company is at 4th Floor, Scotia Centre, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands, British West Indies.
(b) The head office and principal place of business of the Company in Hong Kong is at Units 901-907, 9th Floor, Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong.
(c) The secretary of the Company is Mr. Pang Kin Man, Edmond, a fellow of each of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators. The qualified accountant of the Company is Mr. Lau Kwok Wing, an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.
(d) The principal share registrar of the Company in the Cayman Islands is Butterfield Fund Services (Cayman) Limited at Butterfield House, 68 Fort Street, P.O. Box 705, George Town, Grand Cayman, Cayman Islands. The branch share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(e) The English text of this circular shall prevail over the Chinese text in case of inconsistency.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection at the office of the Company at Units 901-7, 9/F., Prosperity Millennia Plaza, 663 King’s Road, North Point, Hong Kong during normal business hours during normal business hours i.e. 9:30 a.m. to 6:00 p.m., on any weekday other than public holiday, from the date of this circular up to and including the date of the EGM:

(a) the Purchase Agreement and the Supply Agreement;
(b) the Existing Share Option Scheme; and
(c) each of the service contracts of the Directors as referred to in the paragraph headed “Service Contracts” in the appendix to this circular.
30 -

NOTICE OF EGM

==> picture [192 x 83] intentionally omitted <==

(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, 20 February 2008 at 3:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

(A) “ THAT :
(a) the purchase agreement (the “ Purchase Agreement ”) dated 9 January 2008 entered into between the Firich Enterprises Co., Ltd., 伍豐科技股份有限公司 (“ Firich ”, and together with its subsidiaries is referred to herein as the “ Firich Group ”) and Wu Sheng Computer Technology (Shanghai) Co., Ltd 伍盛計算機科技(上海) 有限公司 (“ Wu Sheng ”), an indirect non wholly-owned subsidiary of the Company, for the purchase of certain materials/unfinished parts for the manufacture of point of sales (“ POS ”) and lottery vending terminals by Wu Sheng from the Firch Group for the three years ending 31 December 2010, a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) the maximum annual amount to be paid by Wu Sheng to the Firich Group in relation to the purchase of certain materials/unfinished parts under the Purchase Agreement for the three years ending 31 December 2010 of HK$265 million, HK$275 million and HK$350 million be and are hereby approved; and
(c) the directors of the Company (the “ Directors ”) be and are hereby authorised to execute such documents and do such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Purchase Agreement and the transactions contemplated thereunder.”

For identification purpose only

31 -

notice of egm

(B) “ tHAt :
- (a) the supply agreement (the “ Supply Agreement ”) dated 9 January 2008 entered into between the Firich and Wu Sheng for the sale and delivery of POS and lottery vending terminals by Wu Sheng to the Firch Group for the three years ending 31 December 2010, a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
- (b) the maximum annual amount to be paid by the Firich Group to Wu Sheng in relation to the sale and delivery of POS and lottery vending terminals under the Supply Agreement for the three years ending 31 December 2010 of HK$115 million, HK$200 million and HK$260 million be and are hereby approved; and
- (c) the Directors be and are hereby authorised to execute such documents and do such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Supply Agreement and the transactions contemplated thereunder.”
“ tHAt :
(a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares in the share capital of the Company to be issued pursuant to the exercise of share options which may be granted under the Refreshed Scheme Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the Share Option Scheme of the Company adopted on 20 April 2002, up to 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution (the “ Refreshed Scheme Limit ”) be and is hereby approved; and
(b) any director of the Company be and is hereby authorised to do all such acts and execute all such documents to effect the Refreshed Scheme Limit.”
“ tHAt Mr. Ko Chun Fung, Henry be and is hereby re-elected as executive Director.”
32 -

NOTICE OF EGM

SPECIAL RESOLUTION

“ THAT the name of the Company be changed from “Wafer Systems Limited” to “Melco LottVentures Limited” and the adoption a new Chinese name “新濠環彩有限公司” to replace the existing un-registered Chinese name “威發系統有限公司”. The Directors be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect the change of name.”

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

Hong Kong, 28 January 2008

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 Rooms 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).
(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.
33 -

AI assistant

Crypto Flow Technology Limited — Proxy Solicitation & Information Statement 2008

51323_rns_2008-01-25_4f0c01a6-b218-4bc5-913a-30be1d612a2b.pdf

(1) CONTiNUiNG CONNECTED TRANsACTiONs; (2) PROPOsED CHANGE OF COMPANY NAME; (3) PROPOsED REFREsHMENT OF THE LiMiT OF THE EXisTiNG sHARE OPTiON sCHEME; AND

(4) RE-ELECTiON OF A DiRECTOR

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

(Stock Code: 8198)

(1) CONTINUING CONNECTED TRANSACTIONS; (2) PROPOSED CHANGE OF COMPANY NAME; (3) PROPOSED REFRESHMENT OF THE LIMIT OF THE EXISTING SHARE OPTION SCHEME; AND (4) RE-ELECTION OF A DIRECTOR

INTRODUCTION

LETTER FROM THE BOARD

BACKGROUND INFORMATION

1. CONTINUING CONNECTED TRANSACTIONS

Purchase Agreement

Major terms:

Purchase Cap

Conditions to the Purchase Agreement:

Supply Agreement

Major terms:

Sales Cap

LETTER FROM THE BOARD

Conditions to the Supply Agreement:

Reasons for entering in the Supply Agreement and the Purchase Agreement

Implications of the GEM Listing Rules

2. PROPOSED CHANGE OF COMPANY NAME

Reasons for the change of Company name

Share Certificates

3. THE PROPOSED REFRESHMENT

Reasons for the Proposed Refreshment

LETTER FROM THE BOARD

Conditions of the Proposed Refreshment

4. RE-ELECTION OF EXECUTIVE DIRECTOR

INFORMATION ON THE GROUP

REQUIREMENTS OF THE GEM LISTING RULES

EGM

PROCEDURES FOR DEMANDING A POLL BY THE SHAREHOLDERS

RECOMMENDATION

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

CONTINUING CONNECTED TRANSACTIONS

Yours faithfully,

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Wafer Systems Limited

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

BASIS OF OUR ADVICE

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

1. Background

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Purchase Agreement

3. Supply Agreement

(b) Principal terms of the Supply Agreement

4. RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(i) Directors’ Interests

Share options

(ii) Substantial Shareholders’ Interests

3. COMPETING INTERESTS

4. LITIGATION

5. MATERIAL CHANGES

6. SERVICE CONTRACTS

7. EXPERT’S QUALIFICATION AND CONSENT

APPENDIX

8. DETAILS OF THE DIRECTOR TO BE RE-ELECTED

9. MISCELLANEOUS

10. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

More from Crypto Flow Technology Limited

Crypto Flow Technology Limited Proxy Solicitation & Information Statement 2008