Youzan Technology Limited — AGM Information 2011

Apr 11, 2011

==> picture [41 x 46] intentionally omitted <==

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

SECOND FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjournment thereof)

Second Form of proxy for use by shareholders of SYSCAN Technology Holdings Limited (the “Company”) at the Annual General Meeting to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Thursday, 28 April 2011 at 10:00 a.m. (the “Meeting”).

I/We (Note a) of (Note a) being the registered holder(s) of shares of HK$0.01 each (the “Share”) (Note b) in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note c) or of (Note c) and/or of

as my/our proxy to act for me/us at the Meeting (or any adjournment thereof) of the Company to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Thursday, 28 April 2011 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions set out in the revised notice convening the Meeting dated 12 April 2011 and at such Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions as indicated below (Note d) and if no such indication is given, as my/our proxy thinks fit.

	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 yearended 31 December 2010.
	2.		(i)To re-elect Dr. Fong Chi Wah as an independent non-executive director.
			(ii)To re-elect Mr. Guan Gui Sen as an executive director.
			(iii)To re-elect Dr. Lei Chun Xiong as an executive director.
			(iv)To appoint Mr. Li Yuezhong as a non-executive director.
			(v)To appoint Mr. Wang Zhongmin as an independent non-executive director.
			(vi)To appoint Mr. Gu Jiawang as an independent non-executive director.
			(vii)To authorise the board of Directors to fix the remuneration of the Directors.
	3.		To re-elect Messrs RSM as Auditors and authorise the board of Directors to fix their remuneration.
	4.		To grant an unconditional issue mandate to the Directors to allot, issue and deal with securities of the Company up to amaximum of 20% of the aggregate nominal amount of the issued share capital of the Company (Note e).
	5.		To grant an unconditional repurchase mandate to the Directors to exercise the powers of the Company to repurchase shares upto a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company (Note e).
	6.		To extend the general mandate granted to the Directors to allot, issue and deal with new shares by the number of sharesrepurchased (Note e).
	7.		To grant an approval to the Directothe Company on 26 April 2002 wit	rs to refresh the 10% scheme mandate limit of the existing share option scheme C adopted byh its scheme mandate limit last refreshed on 23 April 2010.
				SPECIAL RESOLUTIONFOR(Note d)AGAINST(Note d)
	8.		To approve the change of the namGroup Limited” and upon the newsecondary name of the Company.
	Signed	this	day of	2011.d in BLOCK CAPITALS. The names of all joint holders should be stated.ed in your name(s). If no number is inserted, this second form of proxy will be deemed e Meeting is preferred, strike out the words “the Chairman of the Meeting or” herein staof proxy must be initialled by the person who signs it. If no name is inserted, the duly gainst the resolutions, please place a “✓” in the box marked “FOR” or the box markedtion. Your proxy will also be entitled to vote or abstain at his discretion on any resolutiar in the revised notice of the Meeting dated 12 April 2011. by you or your attorney duly authorised in writing or, in the case of a corporation, must any Share, any one of such persons may vote at the Meeting, either personally or by proMeeting personally or by proxy, that one of the said persons so present whose name stand.oxy and the power of attorney or other authority, if any, under which it is signed or a noompany’s principal place of business and head office in Hong Kong at Unit C, 21/F, Seabtime appointed for the holding of the Meeting (or any adjournment thereof). Completiont thereof) in person if you so wish. In the event that you attend the Meeting, this second mpany, but must attend the Meeting in person to represent you.Y (“SHAREHOLDER(S)”) WHO HAS ALREADY LODGED THE FORM OF PROXY (“011 SHOULD NOTE THAT:the Company’s branch registrar, the First Form of Proxy will be treated as a valid proxyat his/her discretion or to abstain from voting on any resolution properly put to the AGM resolutions for re-election and proposed appointment of directors set out in the supplemith the Company’s branch registrar before 48 hours prior to the time appointed for husly lodged by him/her. The Second Form of Proxy will be treated as a valid proxy forh the Company’s branch registrar after the Closing Time, the Second Form of Proxy wily be cast by the purported proxy/proxies (whether appointed under the First Form of Pr**gly, Shareholders are advised not to lodge the Second Form of Proxy after the Closing **
	SharehNotes:(a)(b)(c)(d)(e)(f)(g)(h)(i)IMPORTCIRCUL(i)(ii)(iii)	olde ANT**AR **	r’s Signature (Notes f & g)Full name(s) and address(es) to be insertePlease insert the number of Shares registerIf any proxy other than the Chairman of thAny alteration made to this second form IMPORTANT: If you wish to vote for or ato cast your vote(s) or abstain at his discreconvening the Meeting.The full text of the above resolutions appeThis second form of proxy must be signed authorised to sign the same.Where there are joint registered holders of one of such joint holders is present at the alone be entitled to vote in respect thereofIn order to be valid, this second form of prwith the Secretary of the Company at the Cany event not less than 48 hours before thevoting at the Meeting (or any adjournmenA proxy needs not be a member of the Co: A SHAREHOLDER OF THE COMPANOF THE COMPANY DATED 31 MARCH 2If no Second Form of Proxy is lodged withby the Shareholder will be entitled to voteand the First Form of Proxy including, the If the Second Form of Proxy is lodged wsupersede the First Form of Proxy previoIf the Second Form of Proxy is lodged witby the Shareholder, and any vote that mataken on a proposed resolution. Accordinperson and vote at the AGM themselves.

* For identification purposes only