Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2010

May 6, 2010

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [69 x 58] intentionally omitted <==

Cardlink Technology Group Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on Monday, 31 May 2010, at 11:00 a.m., is contained in 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 not less than 48 hours before the time appointed for holding the extraordinary 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 extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

This circular will remain on the website of the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited at www.hkgem.com on the “Latest Company Announcement” page for at least 7 days from the date of its posting and the website of the Company at www.cardlink.com.hk.

6 May 2010

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

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

– i –

CONTENTS

		Page
Definitions . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
EGM . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

– ii –

DEFINITIONS

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

• “Board” the board of Directors

“Company” Cardlink Technology Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM “Director(s)” director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be convened and held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on Monday, 31 May 2010 at 11:00 a.m. to consider and approve the Proposed Change of Company Name

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “PRC” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan)

• “Proposed Change of Company the proposed change of the English name of the Company Name” from “Cardlink Technology Group Limited” to “Phoenitron Holdings Limited” and the proposed change of the Chinese name of the Company from “ ” to “ ”

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

==> picture [69 x 58] intentionally omitted <==

Cardlink Technology Group Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

Executive Directors:

Ms. Lily Wu (Chairman and Chief Executive Officer)

Mr. Chang Wei Wen Ms. Leung Quan Yue, Michelle

Independent non-executive Directors:

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

Registered office:

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

Principal place of business:

Unit 302, 3rd Floor Seapower Centre 73 Lei Muk Road Kwai Chung New Territories Hong Kong

6 May 2010

To the Shareholders, and for information only,

to the holders of the warrants and the options issued by the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the information relating to the resolution to be proposed at the EGM for the Proposed Change of Company Name and to give you the notice of EGM in order to enable you to make an informed decision on whether to vote for or against the resolution to be proposed.

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board announced on 27 April 2010 that it would put forward a proposal to the Shareholders that the English name of the Company be changed from “Cardlink Technology Group Limited” to “Phoenitron Holdings Limited” and the Chinese name of the Company be changed from “ ” to “ ”, subject to the conditions set out below being fulfilled.

Reasons for the change of name of the Company

The Board believes that the Proposed Change of Company Name will benefit its future business development as the new name will better reflect the recent expansion and diversification of the Company’s businesses which is in the interests of the Company and its Shareholders as a whole. In addition, the new name can also refresh the Company’s corporate image and identity.

Conditions

The Proposed Change of Company Name will be subject to the following:

1. the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and

2. the Registrar of Companies in the Cayman Islands entering the new name on the register maintained by it in place of the existing name of the Company.

The new name of the Company will take effect from the date of entry of the new name on the register maintained by the Registrar of Companies in the Cayman Islands. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong and the Cayman Islands as and when appropriate.

Effects on change of the name of the Company

The change of the name of the Company will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position.

All existing certificates of securities in issue bearing the present name of the Company shall, after the proposed change of the name of the Company becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new share certificates bearing the new name of the Company. Once the change of the name of the Company becomes effective, new share certificates will be issued only in the new name of the Company.

The Company will make further announcements as and when appropriate on the results of the EGM, the effective dates of the change of the name of the Company and the new stock short name of the Shares.

– 3 –

LETTER FROM THE BOARD

EGM

There is set out on pages 6 to 7 of this circular a notice convening the EGM to be held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on Monday, 31 May 2010 at 11:00 a.m.. At the EGM, a special resolution will be put forward to the Shareholders to approve the Proposed Change of Company Name. According to Rule 17.47(4) of the GEM Listing Rules, any voting of the Shareholders at the EGM will be taken by way of poll and an announcement will be made after the EGM on the results of the EGM. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, no Shareholders will be required to abstain from voting on the resolution to be approved at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying proxy form, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor 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 EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and is not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) 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.

– 4 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole, and therefore recommend Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board

Cardlink Technology Group Limited Chang Wei Wen Director

– 5 –

NOTICE OF EGM

==> picture [69 x 58] intentionally omitted <==

Cardlink Technology Group Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Cardlink Technology Group Limited (the “ Company ”) will be held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on Monday, 31 May 2010 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolution with or without amendments as special resolution of the Company:

SPECIAL RESOLUTION

“ THAT , the English name of the Company be and is hereby changed from “Cardlink Technology Group Limited” to “Phoenitron Holdings Limited” and the Chinese name of the Company be and is hereby changed from “ ” to “ ” with effect from the date of entry of the new English name and Chinese name on the register maintained by the Registrar of Companies in the Cayman Islands, and the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents as they consider necessary or expedient to give effect to the aforesaid change of English name and Chinese name of the Company.”

By order of the Board Cardlink Technology Group Limited Chang Wei Wen Director

Hong Kong, 6 May 2010

Registered office:

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

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

– 6 –

NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the extraordinary general meeting is enclosed. Such form of proxy is also published on the website of the Growth Enterprise Market (“ GEM ”) of The Stock Exchange of Hong Kong Limited at www.hkgem.com. In order 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 certified copy of such power or authority, at 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 not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the extraordinary general meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the extraordinary general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. Pursuant to the Rules Governing the Listing of Securities on GEM, the voting on the resolution at the extraordinary general meeting will be conducted by way of poll.

– 7 –