Phoenitron Holdings Limited - Proxy Solicitation & Information Statement 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Cardlink Technology Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8066)

(1) PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME;

(2) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;

AND

(3) PROPOSED CHANGE OF AUDITORS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the independent board committee of the Company (the “ Independent Board Committee ”) is set out on page 16 of this circular. A letter from Nuada Limited, the independent financial adviser to the Independent Board Committee and the independent shareholders of the Company, is set out on pages 17 to 24 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at 11:00 a.m., on Tuesday, 8 January 2008, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong is set out on pages 35 to 38 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

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

20 December 2007

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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination of GEM is publication on the Internet website operated by the Stock Exchange. 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 of GEM-listed issuers.

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
— Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
— Proposal for adoption of the New Share Option Scheme and
termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . .	6
— Proposed Refreshment of General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . .	10
— Proposed Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
— EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
— Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
— Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
— Application for listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
— Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
— General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix I — Responsibility statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Appendix II — Summary of the principal terms
of the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . .	26
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Adoption Date”	the date on which the New Share Option Scheme
	becomes unconditional upon fulfillment of the
	conditions as set out in the paragraph headed
	“Conditions precedent of the New Share Option
	Scheme” in the section headed “Letter from the Board”
	of this circular
“AGM”	the annual general meeting of the Company held on 7
	May 2007 at which the Shareholders approved, among
	other matters, the Current General Mandate
“Articles of Association”	the articles of association of the Company
“associates”	has the same meaning ascribed to it under the GEM
	Listing Rules
“Audit Committee”	the audit committee of the Board, which comprises of
	all three independent non-executive Directors, namely
	Ms. Wong Ka Wai Jeanne, Mr. Leung Ka Kui Johnny
	and Mr. Chan Siu Wing, Raymond
“Board”	the board of Directors or a duly authorized committee
	thereof
“Business Day”	any day on which the Stock Exchange is open for the
	business of dealing in securities listed thereon
“Company”	Cardlink Technology Group Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on GEM
“connected person”	has the same meaning ascribed to it under the GEM
	Listing Rules
“Current General Mandate”	the general mandate approved at the AGM authorising
	the Directors to allot and issue Shares of up to 20% of
	the share capital of the Company in issue on the date of
	the passing of the relevant ordinary resolution
“Director(s)”	the director(s) of the Company for the time being

— 1 —

DEFINITIONS

“EGM”	the extraordinary general meeting of the Company
	to be held at 11:00 a.m., on Tuesday, 8 January 2008,
	at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk
	Road, Kwai Chung, New Territories, Hong Kong or any
	adjournment thereof, the notice of which is set out on
	pages 35 to 38 of this circular
“Employee”	any (full-time or part time) employee of the Company
	or any Subsidiary including any executive and non-
	executive director of the Company or any Subsidiary
“Existing Share Option Scheme”	the share option scheme adopted by the Company on
	6 December 2001 for the grant of share options to any
	Employee and advisor, consultant, client, supplier and
	contractor of/to the Group (including any discretionary
	object of the participant which is a discretionary trust),
	who, in the discretion of the Board, have contributed to
	the Group
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM,
	as amended from time to time
“Grant Thornton”	Grant Thornton Limited, being the proposed new
	auditors of the Group
“Group”	the Company and its Subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Board Committee”	an independent committee of the Board, comprising
	all independent non-executive Directors, to advise
	the Independent Shareholders as to the fairness and
	reasonableness of the grant of the New General Mandate
“Independent Financial Adviser”	Nuada Limited, a licensed corporation permitted to
	carry on business in type 6 (advising on corporate
	finance) regulated activity under the SFO, being the
	independent financial adviser to the Independent Board
	Committee and the Independent Shareholders in relation
	to the grant of the New General Mandate

— 2 —

DEFINITIONS

“Independent Shareholders”	Shareholders other than Mr. Ho and his associates
“Latest Practicable Date”	17 December 2007, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information referred to in this circular
“Moores Rowland”	Moores Rowland, formerly known as Moores Rowland
	Mazars, being the existing auditors of the Group
“Mr. Ho”	Mr. Ho Lut Wa, Anton, an executive Director and the
	chief executive officer of the Company
“New General Mandate”	the general mandate proposed to be granted to the
	Directors at the EGM to allot, issue and deal with
	additional Shares not exceeding 20% of the share capital
	of the Company in issue on the date of the passing of
	the relevant ordinary resolution
“New Share Option Scheme”	the new share option scheme which is proposed to be
	adopted by the Company at the EGM, the principal
	terms of which are set out in Appendix II to this
	circular
“Option(s)”	option(s) granted or to be granted to Participant(s) to
	subscribe for Share(s) under the Pre-IPO Share Option
	Scheme or, after its expiry, under the New Share Option
	Scheme
“Optionholder(s)”	holder(s) of the Option(s)
“Option Period”	has the meaning ascribed to it under paragraph (h) of
	Appendix II set out on page 29 of this circular
“Participant(s)”	person(s) who or which is/are eligible to participate as
	grantee(s) in and receive Options under the share option
	schemes of the Company, it means:

(i) any Employee under the Pre-IPO Share Option Scheme and the New Share Option Scheme; or

— 3 —

DEFINITIONS

	(ii) any Employee and advisor, consultant, client,
	supplier and contractor of/to the Group (including
	any discretionary object of the participant which
	is a discretionary trust), who, in the discretion of
	the Board, have contributed to the Group under
	the Existing Share Option Scheme
“Placing”	the placing of 50,000,000 new Shares pursuant to the
	terms of the placing agreement dated 14 August 2007
	entered into between the Company as issuer and Hani
	Securities (H.K.) Limited as placing agent
“Pre-IPO Share Option Scheme”	the share option scheme adopted by the Company
	on 6 December 2001 for the grant of Options to any
	Employee
“Proposed Appointment”	the proposed appointment of Grant Thornton as auditors
	of the Group following the resignation of Moores
	Rowland
“Scheme Mandate Limit”	has the meaning ascribed to it under paragraph (e) of
	Appendix II set out on page 27 of this circular
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	means a company which is for the time being and from
	time to time a subsidiary (within the meaning of section
	2 of the Companies Ordinance (Chapter 32 of the Laws
	of Hong Kong) as modified from time to time) of the
	Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

— 4 —

LETTER FROM THE BOARD

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8066)

Executive Directors: Ms. Lily Wu (Chairman) Mr. Ho Lut Wa, Anton (Chief Executive Officer) Ms. Leung Quan Yue, Michelle Mr. Chang Wei Wen

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Ms. Wong Ka Wai, Jeanne Mr. Leung Ka Kui, Johnny Mr. Chan Siu Wing, Raymond

Head office and principal place of business in Hong Kong: Unit 302, Seapower Centre 73 Lei Muk Road Kwai Chung, New Territories Hong Kong

20 December 2007

To the Shareholders and, for information only, the Optionholders

Dear Sir or Madam,

(1) PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME;

(2) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;

AND

(3) PROPOSED CHANGE OF AUDITORS

INTRODUCTION

In order to enable the Company to grant Options to the Participants to recognize and motivate the contribution of the employees of the Group, to provide incentives and help the Group in retaining its existing employees and recruiting additional employees, as well as to provide them with a direct economics interest in attaining the long term business objectives of the

— 5 —

LETTER FROM THE BOARD

Group, the Board proposes to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme with terms amended to foster the said purpose. In compliance with the amendments to the GEM Listing Rules, the Board proposes to seek approval from the Shareholders to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme with amended terms to comply with the new requirements as stipulated under Chapter 23 of the GEM Listing Rules.

Also, as at the Latest Practicable Date, the Current General Mandate has been substantially utilized. In order to maintain the financial flexibility necessary for the Group’s future business development, the Board proposes to seek approval from the Independent Shareholders to grant a New General Mandate to the Directors at the EGM.

Reference is also made to the announcement of the Company dated 6 December 2007, in which the Board announced the Proposed Appointment.

The purpose of this circular is to provide you with information relating to (i) the New Share Option Scheme; (ii) the proposed grant of the New General Mandate; (iii) the Proposed Appointment; (iv) the recommendation from the Independent Board Committee to the Independent Shareholders on the proposed grant of the New General Mandate; (v) the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the proposed grant of the New General Mandate; and (vi) the notice of the EGM to be convened for the purpose of considering and, if thought fit, approving the grant of the New General Mandate by way of poll, the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme, as well as the Proposed Appointment.

PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

Pre-IPO Share Option Scheme

Pursuant to the written resolutions of the then Shareholders passed on 6 December 2001, the Company has adopted the Pre-IPO Share Option Scheme pursuant to which the Board was authorised to grant Options to any (full-time or part-time) employee of the Company or any Subsidiary including any executive and non-executive director of the Company or any Subsidiary.

According to the Pre-IPO Share Option Scheme, the Pre-IPO Share Option Scheme expired on the day on which the bulk print of the prospectus of the Company issued in connection with the initial public offering of Shares and the listing of Shares on GEM took place, after which period no further Options will be granted but the provisions of the Pre-IPO Option Scheme shall remain in full force and effect in all other respects and any Participant who accepts the offer of the grant of any Option in accordance with the terms of the Pre-IPO

— 6 —

LETTER FROM THE BOARD

Share Option Scheme, or (where the context so permits) a person entitled to any such Option in consequence of the death of the said original Participant, may exercise the Options after dealing in Shares have commenced on the Stock Exchange. Options granted during the life of the Pre-IPO Share Option Scheme may continue to be exercisable in accordance with their terms of grant, notwithstanding the expiry of the Pre-IPO Share Option Scheme.

As at the Latest Practicable Date, the issued share capital of the Company was 446,000,000 Shares and before the expiry of the Pre-IPO Share Option Scheme, the Company had granted Options to subscribe for a total of 28,800,000 Shares under the Pre-IPO Share Option Scheme to the Participants, of which Options to subscribe for 16,800,000 Shares have been lapsed and Options to subscribe for 12,000,000 Shares have been exercised.

Existing Share Option Scheme

Pursuant to written resolutions of the then Shareholders passed on 6 December 2001, the Company has adopted the Existing Share Option Scheme pursuant to which the Board was authorised to grant options to any (full-time or part-time) employee of the Company or any Subsidiary including any executive and non-executive director of the Company or any Subsidiary and adviser, consultant, client, supplier and contractor of/to the Group (including any discretionary object of a participant which is a discretionary trust), who, in the discretion of the Board, have contributed to the Group.

As at the Latest Practicable Date, no Option had been granted by the Company to the Participant under the Existing Share Option Scheme.

Termination of the Existing Share Option Scheme

Under the terms of the Existing Share Option Scheme, the Company may at any time by ordinary resolution in general meeting terminate the operation of the Existing Share Option Scheme. It is proposed that the Existing Share Option Scheme is to be terminated and the New Share Option Scheme is to be adopted and come into effect upon the fulfillment of the conditions set out below. Upon termination of the Existing Share Option Scheme, no further Options can be granted thereunder but in all other respects, the provisions of the Existing Share Option Scheme shall remain in full force and all Options granted prior to such termination shall continue to be valid and exercisable in accordance therewith. The Directors confirm that prior to the EGM, they will not grant any further Option under the Existing Share Option Scheme.

— 7 —

LETTER FROM THE BOARD

New Share Option Scheme

The purpose of the New Share Option Scheme is to enable the Company to grant Options to the Participants in order to recognize and motivate the contribution of the employees of the Group and to provide incentives and help the Group in retaining its existing employees and recruiting additional employees and to provide them with a direct economics interest in attaining the long term business objectives of the Group.

The Board proposes to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme with terms in relation to the exercise of Options amended, including in the event that the grantee of the Options ceasing to be a Participant by resignation, retirement, expiry of employment contract or termination of employment other than because of his/her persistent or serious misconduct etc before exercising his/her Options being granted in full, such Participant may still exercise his/her Options under the New Share Option Scheme within a period of three months following the date of such cessation or termination, whilst under the Existing Share Option Scheme, the Options being granted shall lapse on the date of cessation or termination. The Board believes that such amendments can foster the aforementioned purposes as it can show the Company’s gratitude towards the Employee for their past contribution.

The rules of the New Share Option Scheme provide that the Company may specify the Participants to whom Options shall be granted, the number of Shares subject to each Option and the date on which the Options shall be granted. The basis for determining the subscription price is also specified precisely in the rules of the New Share Option Scheme. There is no performance target specified in the New Share Option Scheme. The Directors consider that the aforesaid criteria and rules will serve to preserve the value of the Company and encourage Participants to acquire proprietary interests in the Company.

Subject to the approval of the New Share Option Scheme by the Shareholders, a resolution will be proposed at the EGM for the Board to grant options under the New Share Option Scheme for the subscription of not more than 10% of the entire issued share capital of the Company (excluding, for this purpose, Options which have lapsed in accordance with the terms of any other share option scheme of the Group, and the outstanding Options granted and yet to be exercised pursuant to the Pre-IPO Share Option Scheme) as at the date of the passing of the relevant resolution.

As at the Latest Practicable Date, the Company had granted Options to subscribe for an aggregate of 28,800,000 Shares, representing approximately 6.46% of the Shares in issue as at the Latest Practicable Date, of which 16,800,000 Options have been lapsed and 12,000,000 Options to subscribe for Shares have been exercised. The total amount of Shares that may fall to be allotted and issued upon exercise in full of the Options that may be granted after

— 8 —

LETTER FROM THE BOARD

the resolution authorising the Directors to allot and issue up to 10% of the then issued share capital of the Company has passed at the EGM would be 44,600,000, representing 10% of the Shares in issue as at the Latest Practicable Date, which is within the overall limit of 30% prescribed under Rule 23.03(3) of the GEM Listing Rules.

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the Option value have not been determined. Such variables include but not limited to the exercise price, exercise period and lock-up period (if any). The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

With respect to the operation of the New Share Option Scheme, the Company will, where applicable, comply with the relevant requirements under Chapter 23 of the GEM Listing Rules.

Conditions precedent of the New Share Option Scheme

The proposed adoption of the New Share Option Scheme is conditional upon:

(a) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in any Shares which may fall to be issued and allotted by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and
(b) the passing of the necessary resolution to approve and adopt the New Share Option Scheme in general meeting.

A summary of the principal terms of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the EGM is set out in the Appendix II to this circular on pages 26 to 34. A copy of the rules of the New Share Option Scheme is available for inspection at the Company’s head office and principle place of business in Hong Kong at Unit 302, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong during normal business hours from the date hereof up to and including 7 January 2008 and at the EGM.

The Company will publish an announcement on the outcome of the EGM for the adoption of the New Share Option Scheme on or before the Business Day following the date of the EGM.

— 9 —

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF GENERAL MANDATE

Current General Mandate

At the AGM, Shareholders approved, among other matters, an ordinary resolution to grant to the Directors the Current General Mandate to issue not more than 76,800,000 Shares, being 20% of the aggregate nominal amount of the issued share capital of the Company of 384,000,000 Shares as at the date of passing of the resolution.

During the period from the grant of the Current General Mandate up to the Latest Practicable Date, the Current General Mandate has been utilized as to 50,000,000 Shares in association with the issue of 50,000,000 new Shares on completion of the Placing on 27 August 2007 which represents approximately 65.1% of the aggregate number of Shares which may be allotted and issued under the Current General Mandate. Please refer to the announcement of the Company dated 14 August 2007 for further details regarding the Placing.

Proposed Grant of the New General Mandate

At the EGM, ordinary resolutions will be proposed to the Independent Shareholders that:

(i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the shares capital of the Company in issue as at the date of passing of the relevant ordinary resolution; and
(ii) the New General Mandate be extended by Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

The Company has not refreshed the Current General Mandate since the AGM. The New General Mandate proposed will last until whichever the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any other applicable laws and regulations of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors under the New General Mandate.

The issued share capital of the Company was 384,000,000 as at the date of the AGM. Except for the issue of 50,000,000 new Shares upon completion of the Placing, 12,000,000 new Shares were further allotted and issued upon the exercise of 4,000,000 Options and 8,000,000 Options on 30 August 2007 and 3 September 2007 respectively.

— 10 —

LETTER FROM THE BOARD

As a result of the issue of aforementioned new Shares, as at the Latest Practicable Date, the Company has an aggregate of 446,000,000 Shares in issue, representing an increase of 62,000,000 Shares from the date of which the AGM was held. On the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed to allot and issue up to 89,200,000 Shares under the New General Mandate.

Reasons for Proposing the Grant of the New General Mandate

The Group is principally engaged in the manufacturing and sales of smart cards and plastic cards and the provision of smart card application systems.

As explained in the paragraph headed “Current General Mandate” above, the Current General Mandate has been utilized as to 50,000,000 Shares, being approximately 65.1% of the aggregate number of Shares which may be allotted and issued under the Current General Mandate.

In view of the substantial increase of the issued share capital of the Company since the AGM, the Board considers that the grant of the New General Mandate is in the best interests of the Company and the Shareholders as a whole in maintaining the financial flexibility necessary for the Group’s future business development. The Board considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods, such as debt financing or internal cash resources to fund its future business development. While the Board considers that there is no immediate funding need for the Group’s current operations and that there is currently no concrete proposal presented by potential investors for investment in the Shares, the Board is now proposing to seek the approval of Independent Shareholders at the EGM regarding the New General Mandate such that should future funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly because fund raising exercise pursuant to a general mandate provides the Company with a simpler and less lead time process than other types of fund raising exercises and to avoid the uncertainties in such circumstances that specific mandate may not be obtained in a timely manner.

— 11 —

LETTER FROM THE BOARD

The following table summarises the use of Current General Mandate since the AGM:

				Actual use of
				proceeds
Date of			Intended use	as at the Latest
announcement	Event	Net proceeds	of proceeds	Practicable Date
14 August 2007	Placing	HK$31,500,000	General	HK$20,600,000
			working	is deposited into
			capital	the fixed deposits
				account of
				the Company;
				HK$10,900,000
				has been utilized
				as intended

In view of the above, the Directors consider the grant of the New General Mandate, which may or may not be utilized, is in the best interests of the Company and the Shareholders as a whole.

PROPOSED APPOINTMENT

On 5 December 2007, Moores Rowland resigned as the auditors of the Group with immediate effect. The Board has resolved, conditionally upon the approval of the Shareholders at the EGM, to approve the Proposed Appointment to fill the vacancy following the resignation of Moores Rowland. Pursuant to the Articles of Association, the Proposed Appointment must be approved by the Shareholders at the EGM.

The reason for the Proposed Appointment is due to the fact that on 1 June 2007, Moores Rowland changed into its current name from Moores Rowland Mazars and combined their business with Grant Thornton on even date. As a result, Moores Rowland resigned as the auditors of the Group with effect from 5 December 2007. After consideration by the Audit Committee, the Proposed Appointment was approved by the Board conditional upon the approval by the Shareholders at the EGM.

In its resignation letter, Moores Rowland confirmed that no circumstances connected with their resignation which they consider should be brought to the attention of the Shareholders. Further, Moores Rowland has issued a professional clearance letter to Grant Thornton confirming they are not aware of any professional reasons which would preclude Grant Thornton from accepting the appointment as auditors of the Group.

The Board is not aware of any matters, including any disagreement or any unresolved issue between the Group and Moores Rowland that should be brought to the attention of the shareholders and creditors of the Group in relation to the resignation of Moores Rowland.

— 12 —

LETTER FROM THE BOARD

EGM

Pursuant to Rule 17.42A(1) of the GEM Listing Rules, the New General Mandate requires the approval of the Independent Shareholders at the EGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolutions. As at the Latest Practicable Date, the Company did not have any controlling Shareholder. Therefore, Mr. Ho, who has personal interests in 4,037,000 Shares as at the Latest Practicable Date, is required to abstain from voting in favour of the relevant resolutions at the EGM. Save as disclosed, to the best of the Directors’ knowledge, information and belief and having made all reasonable inquiry, no other Directors or their respective associates beneficially hold any Shares as at the Latest Practicable Date. The Board was advised by Mr. Ho that he has no intention to vote against the grant of the New General Mandate. Further to Rule 17.47(4)(b) of the GEM Listing Rules, any vote of the Independent Shareholders at the EGM will be taken by poll and an announcement will be made after the EGM on the results of the EGM.

There is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon Mr. Ho and his associates; and (ii) no obligation or entitlement of each of Mr. Ho and his associates as at the Latest Practicable Date, whereby he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

A notice of the EGM which will be held at 11:00 a.m., on Tuesday, 8 January 2008, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong is set out on pages 35 to 38 of this circular. Ordinary resolutions will be proposed at the EGM to seek Independent Shareholders’ approval to grant the New General Mandate to the Directors by way of a poll, and to seek Shareholders’ approval to terminate the Existing Share Option Scheme and adopt the New Share Option Scheme, as well as the Proposed Appointment.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete this form of proxy and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

An announcement on the outcome of the EGM for the adoption of the New Share Option Scheme will be made by the Company upon passing of the relevant ordinary resolutions at the EGM on the Business Day following the EGM.

— 13 —

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprises Ms. Wong Ka Wai, Jeanne, Mr. Leung Ka Kui, Johnny and Mr. Chan Siu Wing, Raymond, all being independent non-executive Directors. It has been established to advise the Independent Shareholders on the grant of the New General Mandate.

Nuada Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate.

PROCEDURES FOR DEMANDING A POLL

Pursuant to article 66 of the Articles of Association, a resolution put to the vote at any general 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) voting by way of a poll is required by the rules of the designated stock exchange or a poll is demanded:

(a) by the chairman of such meeting; or
(b) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or
(c) by a Shareholder or Shareholders present in person (or, in the case of a Shareholder 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 Shareholders having the right to vote at the meeting; or
(d) by a Shareholder or Shareholders present in person (or, in the case of a Shareholder 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; or
(e) if required by the rules of the designated stock exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5)% or more of the total voting rights at such meeting.

— 14 —

LETTER FROM THE BOARD

APPLICATION FOR LISTING

Application will be made to the Listing Committee of the Stock Exchange for granting the approval for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

RECOMMENDATION

The Directors consider that the proposed termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme as well as the Proposed Appointment are in the best interests of the Company. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM.

The Directors, including the independent non-executive Directors, also consider that the refreshment of the New General Mandate is in the interest of the Company and the Shareholders as a whole and accordingly recommend the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM for approving the grant of the New General Mandate.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommends the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM for approving the grant of the New General Mandate.

GENERAL

The New Share Option Scheme will be approved on the basis that it will comply with the GEM Listing Rules in force from time to time.

Further, your attention is drawn to the letter of advice from the Independent Financial Adviser set out on pages 17 to 24 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the grant of the New General Mandate and the letter from the Independent Board Committee set out on page 16 of this circular which contains its recommendations to the Independent Shareholders in relation to the grant of the New General Mandate.

Yours faithfully

For and on behalf of the Board

Cardlink Technology Group Limited

Lily Wu

Chairman

— 15 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8066)

20 December 2007

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We refer to the circular of the Company dated 20 December 2007 (the “ Circular ”) of which this letter forms part. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the proposed grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned. Nuada Limited has been appointed as the Independent Financial Adviser to advise us in this respect.

Having considered the principal reasons and factors considered by, and the advice of, the Independent Financial Adviser as set out in its letter of advice to us on pages 17 to 24 of the Circular, we are of the opinion that the proposed grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the grant of the New General Mandate by way of poll.

Independent Board Committee Ms. Wong Ka Wai, Jeanne Mr. Leung Ka Kui, Johnny Mr. Chan Siu Wing, Raymond Independent non-executive Directors

— 16 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter from Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the New General Mandate for the purpose of inclusion in this circular:

==> picture [170 x 39] intentionally omitted <==

7th Floor, New York House 60 Connaught Road Central Hong Kong

20 December 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

We refer to the circular dated 20 December 2007 (the “ Circular ”) issued by the Company to the Shareholders and our appointment as Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the New General Mandate, details of which are set out in the letter from the Board contained in the Circular (the “ Letter ”). Capitalised terms used in this letter, unless the context otherwise requires, shall have the same meanings ascribed to them in the Circular.

Pursuant to Rules 17.42A of the GEM Listing Rules, the granting of the New General Mandate is subject to the approval of the Independent Shareholders by way of poll at the EGM with the controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour. As at the Latest Practicable Date, the Company did not have any controlling Shareholder. Therefore, Mr. Ho, who has personal interests in 4,037,000 Shares as at the Latest Practicable Date, is required to abstain from voting in favour of the relevant resolutions at the EGM. Save as disclosed, to the best of the Directors’ knowledge, information and belief and having made all reasonable inquiry, no other Directors or their respective associates beneficially hold any Shares as at the Latest Practicable Date.

The Independent Board Committee has been established to advise the Independent Shareholders in relation to the proposed grant of the New General Mandate.

— 17 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information, statements, opinions and representations supplied to us by the Company and the Directors and we have assumed that all such information, statements, opinions and representations contained or referred to in the Circular were true, accurate and complete at the time they were made and continue to be true as at the date of the Circular. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the Letter were reasonably made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in the Circular. We consider that we have been provided sufficient information to enable us to reach an informed view regarding the proposed grant of the New General Mandate, and to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinions. We have no reason to suspect that any material facts or information (which is known to the Company) have been omitted or withheld from the information supplied or opinions expressed in the Circular nor to doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and the Directors which have been provided to us. We have not, however, carried out any independent verification on the information provided to us by the Directors, nor have we conducted an independent in-depth investigation into the business and affairs of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the proposed grant of the New General Mandate, we have taken the following principal factors and reasons into consideration:

Background

At the AGM, the Directors were granted the Current General Mandate to allot and issue up to 76,800,000 new Shares, representing 20% of the aggregate nominal amount of the issued share capital of the Company then in issue.

As at the Latest Practicable Date, the Current General Mandate had been utilized as to 50,000,000 Shares in association with the Placing which was announced on 14 August 2007 and was completed on 27 August 2007. To maintain the financial flexibility necessary for the Group’s future business development, the Directors therefore propose to seek the approval of the Independent Shareholders at the EGM for the granting of the New General Mandate.

— 18 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, the Company had an aggregate of 446,000,000 Shares in issue. Subject to the passing of the ordinary resolution(s) for the approval of the New General Mandate and assuming that no Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 89,200,000 Shares.

Reasons for the granting of the New General Mandate

As advised by the Company, the Directors consider that equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. While the Board considers that there is no immediate funding need for the Group’s current operations and that there is currently no concrete proposal presented by potential investors for investment in Shares, the Board proposes to seek approval of the Independent Shareholders at the EGM for the grant of the New General Mandate such that should future funding needs arise or attractive terms for investment in Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly.

Business development of the Group and flexibility in financing alternatives

The Group is principally engaged in the manufacturing and sales of smart cards and plastic cards and the provision of customized smart card application systems.

According to the third quarterly report of the Company for the nine months ended 30 September 2007, the Group recorded an unaudited turnover of approximately HK$86,210,000 and the unaudited profit attributable to Shareholders was approximately HK$5,650,000. The unaudited net asset value of the Group was approximately HK$95,980,000 as at 30 September 2007.

On 8 November 2007, the Company entered into the non-legally binding memorandum of understanding (the “MOU”) with an independent third party, Hota (USA) Holdings Corp. (“Hota (USA)) in relation to the possible subscription of shares in Hota (USA) (the “Possible Subscription”). Hota (USA) is principally engaged in investment holding and its subsidiary is principally engaged in the disintegration of used automobiles and sale of metal derived from automobiles. Upon completion of the Possible Subscription, the Company will become the single largest shareholder of Hota (USA).

— 19 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In order to seek for more business opportunities and to maximize return to the Company and the Shareholders in the long run, the Directors has decided to enter into the MOU to explore the possibility of co-operation. According to the Board’s presentation, the Group is actively seeking for new investment opportunities which offer good earnings and growth potential to strengthen the Group’s existing investment portfolio. Therefore, it may require funding or Shares to be issued when such investment opportunities arise. Nevertheless, save for the Possible Subscription, the Board has not identified any other specific investment opportunities as at the Latest Practicable Date.

Given that the Current General Mandate has been utilized as to 65.1% of the Shares granted by the Shareholders at the AGM, should the Company wish to finance any business expansion and development plans or any investment opportunities arise that would require the issuance of new Shares and a specific mandate has to be sought, the Directors are uncertain as to whether the requisite approval from Shareholders or Independent Shareholders, as the case may be, could be obtained in a timely manner. In addition, the New General Mandate offers an opportunity for the Directors to capture a favourable equity market condition to raise funds by issuing new Shares.

Notwithstanding the fact that 26,800,000 Shares have not been utilized under the Current General Mandate (representing approximately 34.9% of the entire number of Shares which may be allotted and issued under the Current General Mandate) and the Group had no immediate funding need for its current operations and there is currently no concrete proposal presented by potential investors for investment in Shares, the Directors believe that the New General Mandate would offer the Group higher flexibility to capture investment opportunities which may arise at anytime and require prompt investment decision by the Group. The Directors also consider that the New General Mandate would provide the Company with the maximum flexibility to raise additional capital for any future investment or as working capital of the Group.

In light of the above, we are of the opinion that the New General Mandate would provide the Company with the necessary flexibility essential for fulfilling any possible funding needs for future business development and/or investment decisions in a timely manner. As such, we are of the view that the granting of the New General Mandate will be in the interest of the Company and the Shareholders as a whole.

Other financing alternative

As advised by the Company, the Board considers equity financing to be an important avenue of resources for the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment

— 20 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

that may be identified by the Company in the future. In addition, debt financing may incur interest burden on the Group and it may subject to lengthy due diligence and negotiations with the banks with reference to the Group’s financial position, capital structure and the financial market condition at that time, the Directors consider that equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate means to fund such investments and/or acquisitions and provide additional working capital for the future development and expansion of the Group.

We consider that the granting of the New General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity issuance. As such, we are of the view that the granting of the New General Mandate will be in the interest of the Company and the Shareholders as a whole.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Set out below are the fund raising activities conducted by the Company in the past twelve months immediately before the Latest Practicable Date:

				Actual use of
				proceeds as at the
Date of initial		Net proceeds	Intended use	Latest Practicable
announcement	Description	(approximately)	of proceeds	Date
26 February	Issue of	HK$6.1 million	Intended to	Has been fully
2007	64,000,000		use for the	utilized as intended
	new Shares to		general
	an independent		working
	subscriber		capital
14 August 2007	Placing of, on	HK$31.5 million	Intended to	HK$ 20,600,000
	a best effort		use for the	is deposited
	basis, up to		general	into the fixed
	54,000,000		working	deposits account
	new Shares to		capital	of the Company;
	independent			HK$10,900,000 has
	third parties.			been utilized as
	50,000,000			intended
	Shares
	had been
	successfully
	placed

— 21 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Save for disclosed herein, the Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

As stated in the above table, we note that the net proceeds from the Placing has not been fully utilized as the Latest Practicable Date. However, having taken into account the Company has been proactive in seeking investment opportunities for enhancing the scope of business of the Group, we consider it is prudent and reasonable for the Group to maintain a strong capital base while additional funding may be needed for acquisition of potential business and/or investment opportunities as they may arise from time to time. We are of the view that the New General Mandate could provide the Company with flexible financing option to raise additional capital for any future investment or as working capital of the Group and therefore is fair and reasonable.

POTENTIAL DILUTION TO SHAREHOLDINGS OF THE PUBLIC SHAREHOLDERS

Set out below is a table showing the shareholding structure of the Company as at the Latest Practicable Date, and, for illustrative purpose, the potential dilution effect upon full utilization of the New General Mandate, assuming no other Shares are issued and/or repurchased by the Company.

Shareholders Best Heaven Limited_(Note 1) Golden Dice Co., Ltd.(Note 2) Director(Note 3) _Sub-total Public: Giant International Asset Group Limited_(Note 4) Other public Shareholders _Sub-total Shares to be issued under the New General Mandate Total	At the Latest Practicable Date No. of Shareholding % Shares held (approximately) 83,300,000 18.68 81,400,000 18.25 4,037,000 0.91 168,737,000 37.84 22,500,000 5.04 254,763,000 57.12 277,263,000 62.16 — — 446,000,000 100.00	Upon full utilization of the New General Mandate No. of Shareholding % Shares held (approximately) 83,300,000 15.56 81,400,000 15.21 4,037,000 0.75 168,737,000 31.52 22,500,000 4.21 254,763,000 47.60 277,263,000 51.81 89,200,000 16.67 535,200,000 100.00	Upon full utilization of the New General Mandate No. of Shareholding % Shares held (approximately) 83,300,000 15.56 81,400,000 15.21 4,037,000 0.75 168,737,000 31.52 22,500,000 4.21 254,763,000 47.60 277,263,000 51.81 89,200,000 16.67 535,200,000 100.00
			31.52 4.21 47.60
			51.81 16.67
			100.00

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Notes:

Best Heaven Limited is wholly-owned by Mr. Chu Chen Lin.
Golden Dice Co., Ltd. is wholly-owned by Mr. Tsai Chi Yuan.
Mr. Ho Lut Wa Anton, a Director, has personal interests in 4,037,000 Shares.
Giant International Asset Group Limited is 33.33% held by United International Asset Limited which in turn is 100% held by Ms. Tsai Chen Hui Chen, an independent third party.

As illustrated in the table above, the aggregate shareholding of the existing public Shareholders will decrease from approximately 62.16% as at the Latest Practicable Date to approximately 51.81% upon full utilization of the New General Mandate, assuming no other Shares are issued and/or repurchased by the Company.

Taking into account the benefits of the New General Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted proportionately, we consider such dilution or potential dilution of shareholding to be acceptable.

TERMS OF THE NEW GENERAL MANDATE

Shareholders should note that in view of the provisions and requirements stipulated under Rule 17.42 of the GEM Listing Rules, the Current General Mandate will be revoked upon approval at the EGM of the New General Mandate which will be and continue to be in force until the earliest of (i) the conclusion of the Company’s next annual general meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; and (iii) the revocation or variation of the authority given under the relevant resolution to be proposed at the EGM by ordinary resolution of the Shareholders in general meeting. We are of the view that the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATIONS

Having considered the above principal factors and reasons, we are of the view that the granting of the New General Mandate is fair and reasonable and in the best interest of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders and advise the Independent Board Committee to recommend to the Independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the EGM.

— 23 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the New General Mandate is utilized.

For and on behalf of Nuada Limited Po Chan Executive Director

— 24 —

RESPONSIBILITY STATEMENT

APPENDIX I

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 Group. 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 in this circular 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.

— 25 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

This appendix sets out further information of the New Share Option Scheme and also summarises the rules of the New Share Option Scheme but does not form part of nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme:

NEW SHARE OPTION SCHEME

Summary of terms

The following is a summary of the principal terms of the New Share Option Scheme proposed to be approved by a resolution of the Shareholders at the EGM, notice of which is set out on pages 35 to 38 of this circular:

(a) Purpose of the New Share Option Scheme

(b) Administration of the New Share Option Scheme

The New Share Option Scheme shall be subject to the administration by the Board which may include a duly authorised committee thereof and the decision of the Board shall be final, conclusive and binding on all parties.

(c) Grant and acceptance of Options

Subject to the terms of the New Share Option Scheme, the Board may, in its absolute discretion, invite any Participant to take up Options to subscribe for Shares at a price calculated in accordance with paragraph (d) below.

An offer of the grant of an Option shall be made to Participants in writing (and unless so made shall be invalid) in such form as the Board may from time to time determine and shall remain open for acceptance by the Participant concerned for a period of 7 days from the date upon which it is made provided that no such offer shall be open for acceptance after the earlier of the 10th anniversary of the Adoption Date or the termination of the New Share Option Scheme or the Participant to whom such offer is made has ceased to be a Participant.

— 26 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

A non-refundable nominal consideration of HK$1.00 is payable by the grantee upon acceptance of an Option. An Option shall be deemed to have been accepted when the duplicate letter comprising acceptance of the Option duly signed by the Participant together with the said consideration of HK$1.00 is received by the Company.

Any offer of the grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered provided that it is accepted in such number of Shares as represents a board lot for the time being for the purpose of trading on GEM or an integral multiple thereof.

(d) Exercise of Options and Price of Shares

An Option may be exercised in whole or in part by the grantee giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given. Within 21 days after receipt of the notice and the remittance and, where appropriate, receipt of the certificate of the Company’s auditors or independent financial advisers, the Company shall allot and issue the relevant Shares to the grantee (or his legal personal representative(s)) credited as fully paid.

The exercise price for Shares under the New Share Option Scheme may be determined by the Board at its absolute discretion but in any event will not be less than the highest of: (i) the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the date of grant, which must be a Business Day; (ii) the average closing price of the Shares as stated in the daily quotations sheets of the Stock Exchange for the five Business Days immediately preceding the date of grant; and (iii) the nominal value of the Share on the date of grant.

(e) Maximum number of Shares

(i) Subject to the Listing Rules, the overall limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other scheme of the Company must not, in aggregate, exceed 30 per cent. of the Shares in issue from time to time (the “ Overall Limit ”). No Options shall be granted under any share option schemes of the Company (including the New Share Option Scheme) if this will result in the Overall Limit being exceeded.
(ii) Subject to the Overall Limit, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company must not, in aggregate, exceed 10 per cent. of the Shares in issue as at the date of the approval of the

— 27 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

New Share Option Scheme (the “ Scheme Mandate Limit ”), unless Shareholders’ approval has been obtained pursuant to sub-paragraphs (iii) and (iv) below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.

(iii) Subject to the Overall Limit, the Company may refresh the Scheme Mandate Limit at any time subject to approval of the Shareholders in general meeting, provided that the Scheme Mandate Limit as refreshed must not exceed 10 per cent. of the Shares in issue as at the date of the aforesaid Shareholders’ approval (the “ Refreshed Limit ”). Options previously granted under the New Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised Options) will not be counted for the purpose of calculating the Refreshed Limit. The Company must send a circular to the Shareholders containing such information as required under the GEM Listing Rules.
(iv) Subject to the Overall Limit, the Company may also seek separate approval of the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Participants, the number and terms of Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose and such other information as required under the GEM Listing Rules.

(f) Grant of Options to connected persons or any of their associates

Any grant of Options to a connected person or its associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Options). Where Options are proposed to be granted to a connected person who is also a substantial shareholder of the Company or an independent non-executive Director or any of their respective associates and if such grant would result in the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including Options exercised, cancelled and outstanding) in any 12-month period up to and including the date of grant to such person representing in aggregate over 0.1% of the total issued Shares and having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, then the proposed grant must be subject to the approval of Shareholders taken on a poll in a general meeting. All connected persons of the Company must abstain from voting at such general meeting (except where any connected person intends to vote against the proposed grant provided that his intention to do so has been stated in the shareholders’ circular to be issued as stated below).

— 28 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

A circular must be prepared by the Company explaining the proposed grant, containing (i) the number and terms of the Options to be granted, (ii) a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is a grantee) to the Independent Shareholders on whether or not to vote in favour of the proposed grant, (iii) the information relating to any Directors who are trustees of the scheme or have a direct or indirect interest in the trustees.

Any change in the terms of Options granted to a connected person or its associates must be approved by Shareholders in a general meeting.

(g) Maximum entitlement of each Participant

The total number of Shares issued and to be issued upon exercise of the options granted to each Participant or grantee (including both exercised and outstanding options) in any 12-month period up to the date of grant shall not exceed 1 per cent. of the Shares in issue at the date of grant (the “ Individual Limit ”). Where it is proposed that any offer is to be made to a Participant (or where approximate, an existing grantee) which would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such person (including exercised, cancelled and outstanding options) in the 12-month period up to and including the relevant date of grant to exceed his or her Individual Limit, such offer and any acceptance thereof must be conditional upon Shareholders’ approval in general meeting with such Participant (or where appropriate, an existing grantee) and his or her associates abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Participant or grantee, the number and terms of options to be granted (and options previously granted) to such Participant, the information required under the GEM Listing Rules. The number and terms (including the subscription price) of options to be granted to such Participant must be fixed before the date on which Shareholders’ approval is sought and the date of the Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

(h) Time of Exercise of Options

Subject to the terms of the New Share Option Scheme, an Option may be exercised in whole or in part at any time during the period to be determined and identified by the Board to each grantee at the time of making an offer for the grant of an Option, but in any event no later than 10 years from the date of grant but subject to the early termination of the New Share Option Scheme (the “ Option Period ”).

There is no performance target which must be achieved before any of the Options can be exercised.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(i) Restrictions on the time of grant of Options

A grant of Options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced in accordance with the relevant requirements of the GEM Listing Rules. In particular, no Option may be granted during the period commencing one month immediately preceding the earlier of (i) the date of the Board meeting for the approval of the Company’s quarterly, interim or annual results and (ii) the deadline for the Company to publish its quarterly, interim or annual results announcement and ending on the date of such results announcement.

(j) Rights are personal to grantees

An Option is personal to the grantee and shall not be assignable. An Option shall not be sold, transferred, charged, mortgaged, encumbered or created with any interest in favour of any third party.

(k) Rights on cessation of employment by dismissal

If the grantee of an Option ceasing to be an Employee on one or more of the grounds that he or she has been guilty of persistent or serious misconduct, bankruptcy, insolvency, composition with his or her creditors generally or conviction of any criminal offence or other grounds on which an employer would be entitled to terminate his or her employment pursuant to any applicable law, his or her Option (to the extent not already exercised) will lapse on the date of cessation of his or her employment.

(l) Rights on death

If the grantee of an Option ceasing to be an Employee by reason of his or her death before exercising the Options in full and none of the events referred to in paragraph (k) above as ground for termination of his or her Options arises, his or her personal representative(s) may exercise the Option (to the extent not already exercised) within a period of 12 months following the date of death, or such longer period as the Board may determine or, if any of the events referred to in sub-paragraphs (n) to (p) occur during such period, exercise the Option pursuant to sub-paragraphs (n) to (p) respectively.

(m) Rights on cessation of employment for other reasons

If the grantee of an Option ceasing to be an Employee by resignation, retirement, expiry of employment contract or termination of employment for any reason other than any of the events specified in sub-paragraphs (k) or (l) above, he or she may exercise the Options (to the extent not already exercised) in whole or in part within a period of

— 30 —

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

three months following the date of such cessation, which date shall be the last actual working with the Company or its Subsidiary, whether salary is paid in lieu of notice or not. If any of the events referred to in paragraphs (n) to (p) below occurs during such period, he or she may exercise the Option pursuant to paragraphs (n) to (p) respectively.

(n) Rights on a general offer

In the event of a general offer being made to all Shareholders (or all such holders other than the offeror and/or person controlled by the offeror and/or any person acting in concert (as defined in The Hong Kong Codes on Takeovers and Mergers) with the offeror) and such offer becomes or is declared unconditional during the Option Period of the relevant Option, the grantee (or his personal representative(s)) shall be entitled to exercise the Option in full (to the extent not already exercised) at any time thereafter and up to the close of such offer.

(o) Rights on winding up

In the event a notice is given by the Company to its members to convene a general meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as it despatches such notice to each member of the Company give notice thereof to all grantees and any grantee (or his or her personal representative(s)) may by notice in writing to the Company accompanied by a remittance for the full amount of the aggregate subscription price in respect of the relevant Option (such notice to be received by the Company no later than four (4) Business Days prior to the propose general meeting)) exercise the Option (to the extent not already exercised) either to its full extent or to the extent that he or she may specify in his or her notice and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot and issue such number of Shares to the grantee credited as fully paid.

(p) Rights on reconstruction, compromise or arrangement

If a compromise or arrangement between the Company and its members or creditors is proposed for the purpose of or in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice to the grantee on the same date as it despatches the notice to each member or creditor of the Company to consider such a compromise or arrangement, and thereupon the grantee (or his or her personal representative(s)) may by notice in writing to the Company accompanied by a remittance of the full amount of the subscription price in respect of which the notice is given (such notice to be received by the Company no later than four (4) Business Days

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in the notice and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed general meeting allot and issue such number of Shares to the grantee credited as fully paid.

(q) Cancellation of Options

The Board may at any time cancel any Option granted but not exercised if the grantee so agrees. Any cancellation of Options granted but not exercised and the issuance of new Options to the same grantee may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit referred to in paragraph (e)(ii) above.

(r) Effect of alterations to share capital

In the event of any alteration in the capital structure of the Company by way of capitalisation of profits or reserved, rights issue, consolidation, subdivision or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction while any Option remains exercisable), such corresponding alterations (if any) will be made in (i) the numbers or nominal amount of Shares subject to any Option so far as such Option remains unexercised and/or (ii) the subscription price per Share and/or (iii) the maximum number of Shares available for subscription and/or; (iv) the method of exercise of the Option as the auditors or independent financial advisers for the time being of the Company shall at the request of the Company or any grantee certify in writing to be in their opinion fair and reasonable, provided that any such alterations shall be made on the basis that the grantee shall have the same proportion of the issued share capital of the Company to which he was entitled before such alteration and the aggregate subscription price payable by the grantee on the full exercise of any Option shall remain as nearly as possible the same as (but not greater than) it was before such event, but so that no such alterations shall be made the effect of which would be to enable a Share to be issue at less than its nominal value. Save in the case of a capitalisation issue, the auditors or independent financial advisers for the time being of the Company must confirm to the Directors in writing that such adjustment(s) satisfy the aforesaid requirements.

(s) Ranking of Shares

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Articles of Associations for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date on which the Option is exercised and accordingly will entitle the holders of Shares to participate

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

in all dividends or other distributions paid or made on or after the date on which the Option is exercised other than any dividends or other distributions previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.

(t) Duration of the New Share Option Scheme

The New Share Option Scheme shall continue in force for the period commencing from the Adoption Date and expiring at the close of business on the tenth anniversary thereof, after such period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in respect of any Options granted before its expiry or termination but not yet exercised.

(u) Alterations to the terms of the New Share Option Scheme

(i) The provisions relating to the matters set out in rule 23.03 of the GEM Listing Rules cannot be altered to the advantage of Participants without the prior approval of Shareholders in a general meeting.
(ii) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.
(iii) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 23 of the GEM Listing Rules.
(iv) Any change to the authority of the Board or the administrator of the New Share Option Scheme in relation to any alteration to the terms of the New Share Option Scheme must be approved by Shareholders in a general meeting.

(v) Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional upon:

(i) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in any Shares to be issued by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and
(ii) the passing of the necessary resolution to approve and adopt the New Share Option Scheme in general meeting.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(w) Lapse of Options

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

(i) the expiry of the Option Period;
(ii) the expiry of any of the periods referred to in paragraphs (k) to (p);
(iii) the date on which the Directors shall exercise the Company’s right to cancel the Option by reason of a breach of paragraph (j) by the grantee of the Option in respect of that or any other Option; and
(iv) the date of the commencement of the winding-up of the Company.

(x) Termination

The Company by ordinary resolution in general meeting may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options granted prior to such termination.

Details of the Options granted, including Options exercised or outstanding, under the New Share Option Scheme shall be disclosed in the circular to Shareholders seeking approval of any subsequent share option scheme to be established after such termination.

(y) Miscellaneous

The terms of the New Share Option Scheme (and any other schemes adopted by the Company from time to time) shall be in accordance with the new requirements set out in Chapter 23 of the GEM Listing Rules.

The Company will comply with the relevant statutory requirements and the GEM Listing Rules from time to time in force on a continuing basis in respect of the New Share Option Scheme and any other schemes of the Company.

Any dispute arising in connection with the number of Shares of an Option and any of the matters referred to in paragraph (r) above shall be referred to the decision of the auditors or the independent financial advisers of the Company who shall act as experts and not as arbitrators and whose decision, in the absence of manifest error, shall be final and binding.

— 34 —

NOTICE OF THE EGM

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8066)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Cardlink Technology Group Limited (the “ Company ”) will be held at 11:00 a.m., on Tuesday, 8 January 2008, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions , with or without amendments, as ordinary resolutions:

“ THAT :
(a) the existing share option scheme (the “ Existing Share Option Scheme ”) of the Company adopted on 6 December 2001 be and is hereby terminated and conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of and permission to deal in the shares (the “ Shares ”) of HK$0.10 each in the capital of the Company falling to be issued pursuant to the new share option scheme (the “ New Share Option Scheme ”), the terms of which are set out in the document marked “A” which has been produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the rules of the New Share Option Scheme be and are hereby approved and adopted and the directors (the “ Directors ”) of the Company be and are hereby authorised to grant options and to allot, issue and deal with Shares pursuant to the exercise of any option granted thereunder and to take all such steps as they may consider necessary or expedient to implement the New Share Option Scheme; and
(b) the aggregate nominal amount of share capital to be allotted and issued pursuant to resolution numbered 1(a) above, together with any issue of Shares upon the exercise of any options granted under any other share option schemes of the Company as may from time to time adopted by the Company, shall not exceed 10 per cent. of the Shares in issue as at the date of passing of this resolution (the “ Scheme Mandate Limited ”).”

— 35 —

NOTICE OF THE EGM

“ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the Directors at the annual general meeting (the “ AGM ”) of the Company held on 7 May 2007 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution) and be replaced by the mandate THAT :
(a) subject to subject to paragraph (c) of this resolution, and pursuant to the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the Growth Enterprises Market (“ GEM ”) of the Stock Exchange, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares (each a “ Share ”) of HK$0.10 each in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall, in addition to any other authorization given to the Directors, authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
- (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
- (bb) (provided that resolution no. 3 is passed) the nominal amount of any share capital of the Company repurchased by the Company pursuant to the general mandate to repurchase Shares granted to the Directors at the AGM (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

— 36 —

NOTICE OF THE EGM

(d) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable laws and regulations of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction or any recognised regulatory body or any stock exchange applicable to the Company).”
“ THAT conditional upon the passing of resolution no. 2 above, the mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with the unissued Shares pursuant to resolution no. 2 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the Shares which are repurchased by the Company pursuant to and in accordance with the general mandate to repurchase Shares granted to the Directors at the AGM, provided that such additional amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of such resolution.”

— 37 —

NOTICE OF THE EGM

“ THAT the resignation of Moores Rowland be and is hereby approved and Grant Thornton Limited be and is hereby appointed as auditors of the Company and its subsidiaries to fill the causal vacancy created by the resignation of Moores Rowland and to hold office until the conclusion of the next annual general meeting of the Company and board of Directors be authorised to fix their remuneration.”

By Order of the Board Cardlink Technology Group Limited Lily Wu Chairman

Hong Kong, 20 December 2007

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 302, Seapower Centre 73 Lei Muk Road Kwai Chung, New Territories Hong Kong

Notes:

A shareholder of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice (or any adjournment thereof) is entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company.
A form of proxy for use at the extraordinary general meeting (or any adjournment thereof) is enclosed.
To be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch registrar, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.

— 38 —

AI assistant

Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2007

51249_rns_2007-12-20_64e88819-43ce-404f-89a1-4140065fcde6.pdf

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

(2) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;

AND

(3) PROPOSED CHANGE OF AUDITORS

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

(1) PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME;

AND

(3) PROPOSED CHANGE OF AUDITORS

INTRODUCTION

LETTER FROM THE BOARD

PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

Pre-IPO Share Option Scheme

LETTER FROM THE BOARD

Existing Share Option Scheme

Termination of the Existing Share Option Scheme

New Share Option Scheme

Conditions precedent of the New Share Option Scheme

PROPOSED REFRESHMENT OF GENERAL MANDATE

Current General Mandate

Proposed Grant of the New General Mandate

LETTER FROM THE BOARD

Reasons for Proposing the Grant of the New General Mandate

PROPOSED APPOINTMENT

EGM

INDEPENDENT BOARD COMMITTEE

PROCEDURES FOR DEMANDING A POLL

APPLICATION FOR LISTING

RECOMMENDATION

GENERAL

Lily Wu

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

Background

Reasons for the granting of the New General Mandate

Business development of the Group and flexibility in financing alternatives

Other financing alternative

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

POTENTIAL DILUTION TO SHAREHOLDINGS OF THE PUBLIC SHAREHOLDERS

TERMS OF THE NEW GENERAL MANDATE

RECOMMENDATIONS

NEW SHARE OPTION SCHEME

Summary of terms

(a) Purpose of the New Share Option Scheme

(b) Administration of the New Share Option Scheme

(c) Grant and acceptance of Options

(d) Exercise of Options and Price of Shares

(e) Maximum number of Shares

(f) Grant of Options to connected persons or any of their associates

(g) Maximum entitlement of each Participant

(h) Time of Exercise of Options

(i) Restrictions on the time of grant of Options

(j) Rights are personal to grantees

(k) Rights on cessation of employment by dismissal

(l) Rights on death

(m) Rights on cessation of employment for other reasons

(n) Rights on a general offer

(o) Rights on winding up

(p) Rights on reconstruction, compromise or arrangement

(q) Cancellation of Options

(r) Effect of alterations to share capital

(s) Ranking of Shares

(t) Duration of the New Share Option Scheme

(u) Alterations to the terms of the New Share Option Scheme

(v) Conditions of the New Share Option Scheme

(w) Lapse of Options

(x) Termination

(y) Miscellaneous

CARDLINK TECHNOLOGY GROUP LIMITED 鍇聯科技集團有限公司

Phoenitron Holdings Limited Proxy Solicitation & Information Statement 2007