Youzan Technology Limited — AGM Information 2007

Mar 30, 2007

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SYSCAN Technology Holdings Limited 矽感科技控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of SYSCAN Technology Holdings Limited (the “ Company ”) will be held at Function Room 1, Ground Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Monday, 30 April 2007 at 2:00 p.m. for the following purposes:

As Ordinary Business:

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (individually, a “Director” and collectively, the “Directors”) and the auditors of the Company (the “Auditors”) for the year ended 31 December 2006;

2. To re-elect Directors and to authorise the board of Directors (the “Board”) to fix their remuneration;

3. To re-appoint Messrs CCIF CPA Limited as Auditors and to authorise the Board to fix their remuneration;

As Special Business:

1. To consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT :

• (a) subject to paragraph (c) below of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company (the “ Share ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• For identification purposes only

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• (b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers at any time during or 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 an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:

  • (i) a Rights Issue (as defined in paragraph (e) of this Resolution);

  • (ii) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

  • (iii) an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares;

  • (iv) 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 bye-laws of the Company (the “ Bye-Laws ”) or a specific authority granted by the Shareholders in general meeting,

shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

  • (i) “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

    • (bb) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda to be held; or

    • (cc) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.

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  - (ii) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such 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 any relevant jurisdiction, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China applicable to the Company).” 

1. “ THAT :

   • (a) subject to paragraph (b) below of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations of Hong Kong, Bermuda, the ByeLaws and the requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market (“ GEM ”) of the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

   • (b) the aggregate nominal amount of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period (as defined below) 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 passing of this Resolution and the said approval shall be limited accordingly;

   • (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

   • (d) for the purpose of this Resolution:

“Relevant Period” means the period from 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 Bye-Laws or any applicable laws of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”

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1. “ THAT conditional upon the passing of Resolutions 4 and 5 set out in this notice of annual general meeting dated 30 March 2007 (the “ AGM Notice ”) convening this meeting, the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the general mandate granted under Resolution 4 set out in the AGM Notice be and is hereby extended by the addition thereto of the aggregate nominal amount of the shares in the capital of the Company which may be repurchased by the Company pursuant to and in accordance with the general mandate granted under Resolution 5 set out in the AGM Notice, provided that such 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 passing of this Resolution 6.”

2. “ THAT pursuant to the terms of the share option scheme C of the Company adopted by the Company on 26 April 2002 (the “ Share Option Scheme ”), approval be and is hereby generally and unconditionally granted for “refreshing” the 10 per cent scheme mandate limit (the “ Scheme Mandate Limit ”) provided that (i) the total number of shares of HK$0.01 each in the capital of the Company which fall to be issued upon the exercise of any options that may be granted under the Share Option Scheme and other scheme(s) of the Company under the limit as “refreshed” hereby shall not exceed 10 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 7; and (ii) options previously granted under the Share Option Scheme and other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Scheme Mandate Limited as “refreshed” hereby; and THAT any Director be and is hereby authorised to take any step as he consider necessary, desirable or expedient in connection with the refreshment of the Scheme Mandate Limit and to grant options up to the refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options.”

3. To consider and, if thought fit, to pass with or without modification, the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

“THAT the existing Bye-Laws be and are hereby amended in the following manner:

• (a) Bye-Law 1 (A)

By deleting the definition of “holding company” and “subsidiary” in its entirety and substituting therefor a new definition in the following form:

““holding company” and “subsidiary” shall have the meanings ascribed to them under the rules of the stock exchange of the Relevant Territory;”

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• (b) Bye-Law 70

By replacing the “.” at the end of Bye-Law 70(iv) with “; or” and adding the following new paragraph at the end of Bye-Law 70(iv):

• “(v) if required by the rules of the stock exchange in the Relevant Territory, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent or more of the total voting rights at such meeting.”

• (c) Bye-Law 71

By adding the following sentence immediately before the last sentence of Bye-Law 71:

“The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the stock exchange in the Relevant Territory.”

• (d) Bye-Law 97 (A)

By replacing the words “a Special Resolution” in sub-paragraph (vi) with “an Ordinary Resolution”.

• (e) Bye-Law 99

By deleting Bye-Law 99 in its entirety and substituting therefor a new Bye-Law 99 in the following form:

• “(A) At each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director, including those appointed for a specific term or holding office as Chairman or Deputy Chairman under Bye-Law 119 or the office of Managing Director or Joint Managing Director under Bye-Law 111, shall be taken into account in determining the number of Directors to retire and subject to retirement by rotation at least once every three years at an annual general meeting. A retiring Director shall be eligible for re-election and be nominated by means of a separate resolution. The Company at the general meeting at which a Director retires may fill the vacated office.

• (B) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

• (C) A Director is not required to retire upon reaching any particular age.”

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(f) Bye-Law 102(A)

By deleting the second sentence of Bye-Law 102(A) in its entirety and substituting therefor a new sentence in the following form:

“Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or the next following annual general meeting of the Company (in the case of the appointment of an additional Director) and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation at such meeting pursuant to Bye-Law 99.”

(g) Bye-Law 102(B)

By deleting Bye-Law 102(B) in its entirety and substituting therefor a new Bye-Law 102(B) in the following form:

“The Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a causal vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a causal vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting, but he shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation at such meeting pursuant to Bye-Law 99.”

• (h) Bye-Law 104

By deleting Bye-Law 104 in its entirety and substituting therefor a new Bye-Law 104 in the following form:

“The Company may by Ordinary Resolution remove any Director (including a Managing Director or other Executive Director) before the expiration of his period of office notwithstanding anything in these Bye-Laws or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may elect another person in his stead. Any person so elected shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting, but he shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation at such meeting pursuant to Bye-Law 99.”

• (i) By deleting the marginal note to Bye-Law 104 and substituting therefor the following:

“Power to remove Director by Ordinary Resolution”

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• (j) By deleting Bye-Law 113 in its entirety and substituting therefor a new Bye-Law 113 in the following form:

“A Director appointed to an office under Bye-Law 111 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.”,

and that any Director be and is hereby authorised to take such further action as he may, in his sole and absolute discretion thinks fit for and on behalf of the Company to implement the aforesaid amendments to the existing Bye-Laws.”

1. “THAT the new Bye-Laws, consolidating all of the proposed amendments referred to in Resolution 8 and all previous amendments made in compliance with applicable laws in the form produced to the meeting, be and are hereby adopted with immediate effect in replacement of the existing ByeLaws.”

Hong Kong, 30 March 2007

By Order of the Board SYSCAN Technology Holdings Limited Cheung Wai Chairman and Chief Executive Officer

Principal place of business and head office in Hong Kong: Unit C, 21/F

Seabright Plaza 9-23 Shell Street North Point, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the AGM convened by the notice of AGM is entitled to appoint one proxy or more proxies to attend and, on a poll, vote instead of him at the AGM. A proxy need not be a member of the Company.

2. To be valid, a form of proxy together with a 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 lodged with the Secretary of the Company at the Company’s principal place of business and head office in Hong Kong at Unit C, 21/F, Seabright Plaza, 9-23 Shell Street, North Point, Hong Kong, not less than 48 hours before the time appointed for the holding of the AGM (or any adjournment thereof).

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

4. Completion and return of this accompanying form of proxy will not preclude you from attending and voting at the AGM (or any adjournment thereof) in person if you so wish.

5. An explanatory statement containing further details regarding Resolution 5 above is set out in appendix I to the circular of the Company dated 30 March 2007 of which this notice of AGM forms part.

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1. Particulars of the retiring Directors are set out in appendix II to the circular of the company dated 30 March 2007.

2. A form of proxy for use in connection with the AGM is enclosed and such form is also published on the website of GEM (www.hkgem.com).

3. The register of members of the Company will be closed from 23 April 2007 to 24 April 2007 (both dates inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending the AGM to be held on 30 April 2007, all properly completed transfer form(s) accompanied by the relevant share certificate(s) must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on 20 April 2007.

As at the date of this notice, the Board comprises two executive Directors, namely Mr. Cheung Wai and Mr. Zhang Ming; and three independent non-executive Directors, namely Mr. Lo Wai Ming, Mr. Fong Chi Wah and Mr. Jin Qingjun.

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

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