Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2007

Mar 30, 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Cardlink Technology Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.

This circular, for which the directors (the “Directors”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “GEM”) of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) 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.

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Cardlink Technology Group Limited

(incorporated in the Cayman Islands with limited liability) (Stock code: 8066)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

This circular is despatched together with the annual report of the Company which comprises, among other things, the report of the Directors, the report of the auditors of the Company issued by Messrs. Moores Rowland Mazars and the audited consolidated financial statements of the Company for the year ended 31 December 2006.

A notice convening the annual general meeting of the Company to be held at 10:00 a.m., on Monday, 7 May 2007, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong is contained in this circular. Whether or not you are able to attend the annual 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, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjourned meeting (as the case may be) should you so wish.

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

30 March 2007

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM’’) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE’’)

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 on 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 in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue new Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate for repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Procedures to demand a poll at the Annual General Meeting . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– ii –

DEFINITIONS

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

“2006 Annual Report”	the annual report of the Company for the year ended 31
	December 2006
“Annual General Meeting”	the annual general meeting of the Company to be held at
	10:00 a.m., on Monday, 7 May 2007, at Unit 302, 3rd
	Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung,
	New Territories, Hong Kong
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Company”	Cardlink Technology Group Limited, a company
	incorporated in the Cayman Islands with limited
	liabilities, the Shares of which are listed on GEM
“Directors”	the directors, including independent non-executive
	directors, of the Company from time to time
“GEM”	The Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	The Rules Governing the Listing of Securities on GEM
“General Mandate”	the general mandate to be granted to the Directors to
	exercise the power of the Company to allot, issue, and
	deal with, new Shares up to a maximum of 20% of the
	share capital of the Company in issue as at the date of
	passing of the relevant resolution as set out in the
	resolution numbered 4 in the notice convening the Annual
	General Meeting
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	26 March 2007, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Memorandum”	the memorandum of the Company

– 1 –

DEFINITIONS

“Registrar”	the branch share registrar of the Company in Hong Kong,
	Tengis Limited, at 26th Floor, Tesbury Centre, 28
	Queen’s Road East, Wanchai, Hong Kong
“Repurchase Mandate”	the general mandate to be granted to the Directors to
	exercise the power of the Company to repurchase Shares
	up to a maximum of 10% of the share capital of the
	Company in issue as at the date of passing of the relevant
	resolution as set out in the resolution numbered 5 in the
	notice convening the Annual General Meeting
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	holders of the Shares from time to time
“Shares”	ordinary shares of HK$0.10 each in the issued share
	capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD OF DIRECTORS

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Cardlink Technology Group Limited

(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:

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

Principal place of business: Unit 302, 3rd Floor Seapower Centre 73 Lei Muk Road Kwai Chung New Territories Hong Kong

30 March 2007

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting, among other things, to grant a general mandate to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution, to grant the extension of the General Mandate to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares

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LETTER FROM THE BOARD OF DIRECTORS

up to the number of Share repurchased by the Company under the Repurchase Mandate, to grant a repurchase mandate to the Directors to exercise the power of the Company to repurchase the Shares representing up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution, and to re-elect the Directors in accordance with the Articles of Association. These resolutions will be proposed at the forthcoming Annual General Meeting and are set out in the notice convening the Annual General Meeting as contained in this circular.

GENERAL MANDATE TO ISSUE NEW SHARES

The resolution numbered 4 set out in the notice convening the Annual General Meeting will be proposed at the Annual General Meeting for the granting of a general and unconditional General Mandate to the Directors to exercise the power of the Company, to allot, issue, and deal with, new Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue were 384,00,000. Subject to the passing of the relevant resolution, the maximum number of new Shares to be issued under the General Mandate will be 76,800,000 (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of Annual General Meeting). In addition, subject to a separate approval of Shareholders of the resolution numbered 6 set out in the notice convening the Annual General Meeting, the extension of the General Mandate will be granted to the Directors to exercise the power of the Company to allot, issue, and deal with, new Shares equal to the number of Shares repurchased under the Repurchase Mandate, if any.

GENERAL MANDATE FOR REPURCHASE OF SHARES

The resolution numbered 5 set out in the notice convening the Annual General Meeting will be proposed at the Annual General Meeting for the granting of a general and unconditional Repurchase Mandate to the Directors, to exercise power of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.

The General Mandate and the Repurchase Mandate would continue in force until the conclusion of the next general meeting of the Company unless they are renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The GEM Listing Rules contain provisions to regulate the repurchase by companies with a primary listing on the GEM of their own shares. In accordance with the GEM Listing Rules on share repurchases, this circular contains an explanatory statement as set out in the Appendix I to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against resolution set out in resolution 5 of the notice convening the Annual General Meeting which will be proposed at the Annual General Meeting to grant to the Directors the Repurchase Mandate. For the purpose of this circular, the term “Shares” shall have the meaning ascribed thereto under the Hong Kong Code on Share Repurchases which mean Shares of all classes and securities which carry a right to subscribe for or purchase Shares.

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LETTER FROM THE BOARD OF DIRECTORS

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises four executive Directors, namely, Ms. Lily Wu, Mr. Ho Lut Wa, Anton, Ms. Leung Quan Yue, Michelle and Mr. Chang Wei Wen; and three independent non-executive Directors, namely, Mr. Leung Ka Kui, Johnny, Ms. Wong Ka Wai, Jeanne, and Mr. Chan Siu Wing, Raymond.

According to article 86(3) of the Articles of Association, any Directors so appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Also according to article 87(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Article 87(2) of the Articles of Association further provides that a retiring Director shall be eligible for re-election and any Directors so to retire shall be subject to retirement by rotation who have been longest in office since their last re-election or appointment.

In accordance with the Articles of Association, Mr. Chang Wei Wen, Mr. Chan Siu Wing, Raymond, Mr. Leung Ka Kui, Johnny and Ms. Wong Ka Wai, Jeanne will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting.

The biographical details of Mr. Chang Wei Wen, Mr. Chan Siu Wing, Raymond, Mr. Leung Ka Kui, Johnny and Ms. Wong Ka Wai, Jeanne are set out below:

Mr. Chang Wei Wen (“Mr. Chang”), an executive Director

Age 30

Length of service

Mr. Chang was initially appointed as a non-executive Director with effect from 10 May 2006 and has been re-designated as executive Director in December 2006. Mr. Chang was appointed for an initial term of two years commencing from 12 December 2006, and will continue thereafter unless and until terminated by either the Company or Mr. Chang by giving not less than three months’ prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Chang will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 86(3) of the Articles of Association. Thereafter, Mr. Chang will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with articles 87(1) and (2) of the Articles of Association.

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LETTER FROM THE BOARD OF DIRECTORS

Qualifications and experience

Mr. Chang currently works as an assistant to directors of a Taiwan company, which is principally engaged in international trade and wholesale of information software and electronic materials. Mr. Chang obtained a Bachelor of Organization Management degree from Patten University. Save as aforesaid, Mr. Chang does not hold any other positions with the Company and other members of the Group and has not held any other directiorships in any listed companies in the last three years.

Relationship with other Directors, senior management, substantial or controlling shareholders of the Company

Mr. Chang does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and any of their respective associates (as defined under GEM Listing Rules) as at the Latest Practicable Date.

Interests in Shares

Mr. Chang does not have any interests in Shares within the meaning of Part XV of SFO as at the Latest Practicable Date.

Amount of emoluments

Under the service contract entered into between the Company and Mr. Chang, he is entitled to fixed annual salaries of HK$180,000 which was determined with reference to his role and responsibilities and the prevailing market conditions. Save for the said salaries, Mr. Chang is not entitled to any other emoluments for holding his office as an executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr. Chan Siu Wing, Raymond (“Mr. Chan”), an independent non-executive Director

Age 42

Length of service

Mr. Chan was appointed as an independent non-executive Director for an initial term of one year commencing from 12 February 2007, and will continue thereafter unless and until terminated by either the Company or Mr. Chan by giving not less than one month’s prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Chan will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 86(3) of Articles of Association. Thereafter, Mr. Chan will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with articles 87(1) and (2) of Articles of Association.

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LETTER FROM THE BOARD OF DIRECTORS

Qualifications and experience

Mr. Chan is one of the members of the audit committee and the remuneration committee of the Company. Mr. Chan has over 17 years’ experience in accounting, taxation and finance. He is currently an independent non-executive director of Prosperity Investment Holdings Limited and the financial controller and company secretary of Hua Xia Healthcare Holdings Limited. He was an independent non-executive director of Core Healthcare Investment Holdings Limited and resigned in August 2006. He gained his Bachelor of Economics from University of Sydney, Australia. He is a member of the Hong Kong Securities Institute, a certified public accountant of Hong Kong Institute of Certified Public Accountants, a certified practising accountant of CPA Australia Limited and a founding member of Macau Society of Certified Practising Accountant. Save as aforesaid, Mr. Chan does not hold any other positions with the Company and other members of the Group and has not held any other directiorships in any listed companies in the last three years.

Relationship with other Directors, senior management, substantial or controlling shareholders of the Company

Mr. Chan does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of GEM Listing Rules) as at the Latest Practicable Date.

Interests in Shares

Mr. Chan does not have any interests in Shares within the meaning of Part XV of SFO as at the Latest Practicable Date.

Amount of emoluments

Under the service contract entered into between the Company and Mr. Chan, he is entitled to fixed annual salaries of HKD50,000 which was determined with reference to his role and responsibilities and the prevailing market conditions. Save for the said salaries, Mr. Chan is not entitled to any other emoluments for holding his office as an independent non-executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD OF DIRECTORS

Mr. Leung Ka Kui, Johnny (“Mr. Leung”), an independent non-executive Director

Age 49

Length of service

Mr. Leung was appointed as an independent non-executive Director for an initial term of one year commencing from 20 December 2001, and will continue thereafter unless and until terminated by either the Company or Mr. Leung by giving not less than one month’s prior notice in writing and such appointment is subject at all times to the Articles of Association. Mr. Leung will retire at the Annual General Meeting, at which he will, being eligible, offer himself for re-election pursuant to article 87(1) of Articles of Association. Thereafter, Mr. Leung will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with articles 87(1) and (2) of Articles of Association.

Qualifications and experience

Mr. Leung is one of the members of the audit committee and the remuneration committee of the Company. Mr. Leung is a qualified solicitor in Hong Kong, United Kingdom and Singapore. He has over 22 years of experience in the legal field. Currently, he is the managing partner of Messrs. Johnny K. K. Leung & Co, a law firm in Hong Kong. He is currently the independent non-executive director of Celestial Asia Securities Holdings Limited and Jackin International Holdings Limited. He was also the independent non-executive director of Cash Retail Management Group Limited (resigned in November 2006), and DigTel Group Limited (which has been delisted from the Stock Exchange on 31 March 2006). Mr. Leung holds a Bachelor of Laws from the University of London, United Kingdom. Mr. Leung joined the Company in September 2001. Save as aforesaid, Mr. Leung does not hold any other positions with the Company and other members of the Group and has not held any other directiorships in any listed companies in the last three years.

Relationship with other Directors, senior management, substantial or controlling shareholders of the Company

Mr. Leung does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of the GEM Listing Rules) as at the Latest Practicable Date.

Interests in Shares

Mr. Leung does not have any interests in Shares within the meaning of Part XV of SFO as at the Latest Practicable Date.

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LETTER FROM THE BOARD OF DIRECTORS

Amount of emoluments

Under the service contract entered into between the Company and Mr. Leung, he is entitled to fixed annual salaries of HK$50,000 which was determined with reference to his role and responsibilities and the prevailing market conditions. Save for the said salaries, Mr. Leung is not entitled to any other emolument for holding his office as an independent non-executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Ms. Wong Ka Wai, Jeanne (“Ms. Wong”), an independent non-executive Director

Age 42

Length of service

Ms. Wong was appointed as an independent non-executive Director for an initial term of one year commencing from 20 December 2001, and will continue thereafter unless and until terminated by either the Company or Ms. Wong by giving not less than one month’s prior notice in writing and such appointment is subject at all times to the Articles of Association. Ms. Wong will retire at the Annual General Meeting, at which she will, being eligible, offer herself for re-election pursuant to article 87(1) of Articles of Association. Thereafter, Ms. Wong will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with articles 87(1) and (2) of Articles of Association.

Qualifications and experience

Ms. Wong is the chairman of the audit committee and is one of the members of the remuneration committee of the Company. Ms. Wong has over 20 years of experience in finance, accounting, taxation and corporate affairs. She is a member of the Institute of Chartered Accountants in Australia and a certified public accountant of the Hong Kong Institute of Certified Public Accountants. She holds a Bachelor Degree in Economics from the University of Sydney, Australia. Ms. Wong is currently the chief financial officer of Pang & Associates, a law firm in Hong Kong and the group finance director of a private group in Hong Kong engaging in property investment and textiles manufacturing as well as a company providing consulting and management services. Save as aforesaid, Ms. Wong does not hold any other positions with the Company and other members of the Group and has not held any other directiorships in any listed companies in the last three years.

Relationship with other Directors, senior management, substantial or controlling shareholders of the Company

Ms. Wong does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and any of their respective associates (within the meaning of GEM Listing Rules) as at the Latest Practicable Date.

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LETTER FROM THE BOARD OF DIRECTORS

Interests in Shares

Ms. Wong does not have any interests in Shares within the meaning of Part XV of SFO as at the Latest Practicable Date.

Amount of emoluments

Under the service contract entered into between the Company and Ms. Wong, she is entitled to fixed annual salaries of HK$50,000 which was determined with reference to her role and responsibilities and the prevailing market conditions. Save for the said salaries, Ms. Wong is not entitled to any other emolument for holding her office as an independent non-executive Director.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 16 to 19 to this circular.

A copy of 2006 Annual Report including, among other things, copies of the report of the Directors, the report of the auditors of the Company and the audited and consolidated financial statements of the Company for the year ended 31 December 2006, are despatched to the Shareholders together with this circular.

ACTIONS TO BE TAKEN

A form of proxy is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrar as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

PROCEDURES TO DEMAND A POLL AT THE ANNUAL GENERAL MEETING

Pursuant to article 66 of the Articles of Association, a resolution put to the vote at any general meetings 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

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LETTER FROM THE BOARD OF DIRECTORS

• (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 GEM Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting.

RECOMMENDATION

The Directors consider that the granting and the extension of the General Mandate to allot, issue, and deal with, new Shares and the proposed change of Repurchase Mandate and the re-election of Directors, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions numbered 2, and 4 to 6 as set out in the notice convening the Annual General Meeting to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Lily Wu Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement relates to the resolution proposed to be passed at the Annual General Meeting authorising the grant of the Repurchase Mandate. It contains all the information required under Rule 13.08 of the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such ordinary resolution.

(I) GEM LISTING RULES

The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their Shares subject to certain restrictions.

Repurchases must be funded out of funds legally available for the purpose and in accordance with the company’s constitutive documents and the applicable laws of the jurisdiction in which the company is incorporated or otherwise established. As such, any repurchases must be made out of funds which are legally available for the purpose and in accordance with the laws and regulations of the Cayman Islands and the Memorandum and Articles of Association. Any premium payables on a repurchase over the par value of the Shares may be effected out of funds of the Company which would otherwise be available for dividends or distribution or out of the Company’s share premium account.

(II) REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on the market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and Shareholders.

(III) SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 384,000,000 Shares. Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate to repurchase Shares, the Company would be allowed under the Repurchase Mandate to repurchase Shares up to a maximum of 38,400,000 Shares (assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the date of the Annual General Meeting), representing not more than 10% of the issued share capital of the Company as at the date of the Annual General Meeting.

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EXPLANATORY STATEMENT

APPENDIX I

(IV) IMPACT OF REPURCHASE

There might be an adverse impact on the working capitals or gearing positions of the Company as compared with the positions disclosed in the audited financial statements contained in the 2006 Annual Report in the event that the Repurchase Mandate be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

(V) SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous 12 months before the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2006
March	0.105	0.100
April	0.172	0.105
May	0.165	0.165
June	0.160	0.150
July	0.130	0.115
August	0.120	0.105
September	*	*
October	*	*
November	0.110	0.100
December	0.083	0.080
2007
January	*	*
February	0.165	0.060
March (up to the Latest Practicable Date)	0.165	0.105

* no transaction during the month

(VI) GENERAL INFORMATION

• (a) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates, have any present intention to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

• (b) The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Memorandum and Articles of Association, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX I

• (c) The Company has not notified by any connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company or its subsidiaries, or that they have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

(VII) EFFECTS OF TAKEOVERS CODE

If the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate, so far as the Directors are aware, the changes of the interests of the Shareholders who have interests of 5% or more of the issued share capital of the Company or substantial shareholders of the Company as at the Latest Practicable Date are set out in the following table:

		Before	After
Shareholders	Note	repurchase	repurchase
Best Heaven Limited	(i)	21.69%	24.10%
Mr. Chu Chen Lin	(i)	21.69%	24.10%
Golden Dice Co., Ltd.	(ii)	16.67%	18.52%
Mr. Tsai Chi Yuan	(ii)	16.67%	18.52%
i-Concepts Investment Limited	(iii, iv)	15.21%	16.90%
Dickson Group Holdings Limited	(iii, iv)	15.21%	16.90%
Sonic Power Limited	(iv)	15.21%	16.90%
Mr. Wong Hon Sing	(iv)	15.21%	16.90%
Giant International Asset Group Limited	(v)	5.86%	6.51%
United International Asset Limited	(v)	5.86%	6.51%
Ms. Tsai Chen Hui Chen	(v)	5.86%	6.51%

Notes:

• (i) Mr. Chu Chen Lin is deemed to be a substantial shareholder of the Company by virtue of his 100% beneficial interest in Best Heaven Limited.

• (ii) Mr. Tsai Chi Yuan is deemed to be a substantial shareholder of the Company by virtue of his 100% beneficial interest in Golden Dice Co., Ltd..

• (iii) i-Concepts Investment Limited is a wholly-owned subsidiary of Dickson Group Holdings Limited, a company listed on the Main Board and Dickson Group Holdings Limited is therefore deemed to be interested in the Shares.

• (iv) i-Concepts Investment Limited has pledged its entire shareholding interests in the Company to Sonic Power Limited, which is wholly owned by Mr. Wong Hon Sing. Therefore each of Sonic Power Limited and Mr. Wong Hon Sing is deemed to be a substantial shareholder of the Company.

• (v) 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.

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EXPLANATORY STATEMENT

APPENDIX I

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interests in the voting rights of the Company increases, such increase may be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or a group of Shareholders.

Based on the shareholding structure as illustrated in the above table, in the event that the Directors exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to approximately the respective percentages shown in the last column above and the Directors believe that such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors also consider that the exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate would not result in a public shareholdings of less than 25%, the prescribed minimum percentage of the Shares required by the Stock Exchange to be held by the public.

(VIII) SHARES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on GEM or otherwise) during the previous six months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [56 x 43] intentionally omitted <==

Cardlink Technology Group Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (“Annual General Meeting”) of the shareholders of Cardlink Technology Group Limited (the “Company”) will be held at 10:00 a.m. on Monday, 7 May 2007, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong for the following purposes:

1. To receive and consider the report of the directors (the “Directors”) of the Company, the report of auditors of the Company and the audited consolidated financial statements of the Company for the year ended 31 December 2006.

2. To re-elect Mr. Chang Wei Wen as the executive Director, and Mr. Chan Siu Wing, Raymond, Mr. Leung Ka Kui, Johnny and Ms. Wong Ka Wai, Jeanne as the independent non-executive Directors and to authorize the board (the “Board”) of Directors to fix the remuneration of the Directors.

3. To re-appoint Messrs. Moores Rowland Mazars as auditors of the Company and to authorize the Board to fix their remuneration.

4. As special business, to consider and if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on the Growth Enterprise Market (the “GEM”) of The Stock Exchange of Hong Kong Limited (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 (the “Shares”) 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;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall, in addition to any other authorization given to the Directors, authorize 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) by the Directors pursuant to the approval in paragraphs (a) and (b), otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the grant or exercise of any options under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum of the Company and the articles (the “Articles of Association”) of the Company in force from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution; and

• (d) for the purpose of this resolution:

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

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

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

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“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 exclusions 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 recognized regulatory body or any stock exchange applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its issued Shares on the GEM or any other stock exchange on which the Shares may be listed and which is recognized by The Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the GEM for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, the GEM or of any such other stock exchange from time to time and all applicable laws and regulations in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

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

  • (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT conditional upon ordinary resolutions numbered 4 and 5 above being duly passed in the Annual General Meeting, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to resolution numbered 4 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution.”

By order of the Board Cardlink Technology Group Limited Lau Ka Chung Company Secretary

Hong Kong, 30 March 2007

Notes:

1. A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited with the branch share registrar of the Company in Hong Kong, Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting if the shareholder so desires and in such event the instrument appointing a proxy shall be deemed to be revoked.

4. An explanatory statement containing further details regarding resolution numbered 5 as required by the GEM Listing Rules will be dispatched to the members of the Company together with the annual report of the Company for the year ended 31 December 2006.

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