Youzan Technology Limited — AGM Information 2011

Apr 11, 2011

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this supplemental 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 supplemental circular.

This supplemental 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 the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.

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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)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS

DATED 31 MARCH 2011 IN RESPECT OF MATTERS RELATING TO THE PROPOSED APPOINTMENT OF DIRECTORS AT THE ANNUAL GENERAL MEETING FOR THE YEAR ENDED 31 DECEMBER 2010 AND REVISED NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular to the Shareholders dated 31 March 2011 (the “Circular”). A revised notice convening the annual general meeting of the Company (the “AGM”) to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong at 10:00 a.m. on Thursday, 28 April 2011, is set out on pages 9 to 15 of this supplemental circular. A second form of proxy for use by the shareholders of the Company at the AGM (or any adjournment thereof) is also enclosed. A new form of proxy (second form of proxy) for use at the annual general meeting is enclosed with this supplemental circular and is also published on the website of The Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed second form of proxy in accordance with the instructions printed thereon to 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 as soon as possible, but in any event not less than 48 hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the second form of proxy will not preclude you from attending and voting at the AGM (or any adjournment thereof) in person if you so wish. This supplemental circular will remain on the “Latest Company Announcement” 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 publication.

12 April 2011

* For identification purpose only

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock 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 –

TABLE OF CONTENTS

			Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Proposed Appointment of Directors	. . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Re-election of Directors . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	AGM, revised Notice of AGM and Second Proxy Form . . . . . . . . . . . . .		4
5.	Recommendation . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	– **Details of the Directors **	proposed to be appointed . . . . .	5
Appendix II – Second Form of Proxy		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Revised Notice of AGM . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

Accompanying: Second Form of proxy for AGM

– ii –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong at 10:00 a.m. on Thursday, 28 April 2011, notice of which is set out on pages 9 to 15 of this supplemental circular

• “Board”

the board of Directors

• “Bye-Laws” the bye-laws of the Company as may be amended from time to time

• “Company” SYSCAN Technology Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on GEM

• “Director(s)” the director(s) of the Company “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” The Rules Governing the Listing of Securities on GEM

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “PRC” the People’s Republic of China, for the purpose of this supplemental circular, excluding Hong Kong

• “Revised Notice” the notice convening the AGM as set out on pages 9 to 15 of this supplemental circular

• “Share(s)” ordinary share(s) of HK$0.01 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

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%” per cent

– 1 –

LETTER FROM THE BOARD

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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)

Executive Directors: Guan Gui Sen Cheung Wai Lei Chun Xiong

Independent Non-Executive Directors Fong Chi Wah Wang Ruiping He Zhiyi

Registered office: Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda

Principal place of business and head office in Hong Kong: Unit C, 21/F Seabright Plaza 9-23 Shell Street North Point Hong Kong 12 April 2011

• To the Shareholders, and for information only, the holders of Share Options

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 31 MARCH 2011 IN RESPECT OF MATTERS RELATING TO THE PROPOSED APPOINTMENT OF DIRECTORS AT THE ANNUAL GENERAL MEETING FOR THE YEAR ENDED 31 DECEMBER 2010 AND REVISED NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the circular to the Shareholders dated 31 March 2011 (the “Circular”) which contains, inter alia , information of the re-election of retiring Directors at the AGM to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on 28 April 2011 at 10 a.m.

* For identification purpose only

– 2 –

LETTER FROM THE BOARD

The purpose of this supplemental circular is to give you further information relating to the proposed appointment and re-election of the Directors and the additional resolutions to be proposed at the AGM. Unless the context requires otherwise, capitalized terms used in this supplemental circular shall have the same meanings ascribed thereto in the Circular.

PROPOSED APPOINTMENT OF DIRECTORS

Subsequent to the despatch of the Circular, the Board has resolved to propose the following persons for appointment as the Directors at the AGM in accordance with the Bye-Laws:-

• (1) Mr. Li Yuezhong (as a non-executive Director);

• (2) Mr. Wang Zhongmin (as an independent non-executive Director); and

• (3) Mr. Gu Jiawang (as an independent non-executive Director) (collectively referred to as the “Proposed Persons”).

Notices in writing by the Proposed Persons of their willingness to be appointed as Directors have also been received by the Company. In compliance with the Bye-Laws, the Board has resolved to include the proposals in respect of the appointment of the Proposed Persons as Directors as additional resolutions nos. 2(iv) to (vi) at the AGM.

Particulars of the Proposed Persons are set out in Appendix I to this supplemental circular. The Company has received from the Proposed Persons supporting documents to the biographical information of the Proposed Persons as set out in Appendix I hereto.

RE-ELECTION OF DIRECTORS

In relation to resolution 2 as set out in the Revised Notice, according to the Bye-laws, Dr. Fong Chi Wah, Mr. Guan Gui Sen, Dr. Lei Chun Xiong, Mr. Cheung Wai, Mr. Wang Ruiping and Professor He Zhiyi will retire from office as Directors at the AGM. Dr. Fong Chi Wah, Mr. Guan Gui Sen and Dr. Lei Chun Xiong will offer themselves for re-election as Directors, whereas Mr. Cheung Wai, Mr. Wang Ruiping and Professor He Zhiyi will not offer themselves for re-election at the AGM. Upon retirement of Mr. Cheung Wai, Mr. Wang Ruiping and Professor He Zhiyi at the AGM, they will cease to be members of the audit committee, remuneration committee and nomination committee. The Board will make appropriate announcements as required under the GEM Listing Rules.

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LETTER FROM THE BOARD

AGM, REVISED NOTICE OF ANNUAL GENERAL MEETING AND SECOND FORM OF PROXY

The AGM will be held as originally scheduled on 28 April 2011 at 10:00 a.m. at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong. A revised notice of AGM is set out on pages 9 to 15 of this supplemental circular. Since both the notice convening the AGM and the form of proxy (the “First Form of Proxy”) for the AGM sent together with the Circular do not contain the proposed resolutions for the proposed appointment of Mr. Li, Mr. Wang and Mr. Gu, a revised notice of AGM is set out on pages 9 to 15 of this supplemental circular and a new form of proxy (the “Second Form of Proxy”) is enclosed with this supplemental circular.

Whether or not you are able to attend the AGM, please complete the enclosed Second Form of Proxy in accordance with the instructions printed thereon and return it to the branch registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Special arrangements about completion and submission of the Second Form of Proxy are also set out in Appendix II to this supplemental circular. Shareholders who have appointed or intend to appoint proxy/proxies to attend the AGM are requested to pay particular attention to the special arrangements set out therein.

Completion and return of the Second Form of Proxy will not preclude you from attending and voting at the AGM if you so wish.

RECOMMENDATION

The Directors consider that the proposed appointment of Mr. Li, Mr. Wang and Mr. Gu as Directors and the proposed 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 vote in favour of all the resolutions in respect thereof to be proposed at the AGM.

Yours faithfully, For and on behalf of SYSCAN Technology Holdings Limited Guan Gui Sen

Chairman

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED

The following sets out the details of additional Directors proposed to be appointed at the AGM:

BIOGRAPHICAL INFORMATION

Non-executive Director

Mr. Li

Mr. Li, aged 41, is an investment controller of CCB International Asset Management Limited. He has been appointed as the executive director of Industrial and Commercial Bank of China (Asia) Limited (a company listed on the main board of the Stock Exchange, stock code: 349) and the assistant managing director of China Merchants China Direct Investments Limited (a company listed on the main board of the Stock Exchange, stock code: 133). He has comprehensive knowledge in the investment and restructuring business relating to the industries of financial services, energy, consumption, energy-savings and etc. He has obtained a master degree of finance from the School of Economics and Business Administration of the Hong Kong University in 2004.

Independent Non-executive Director

Mr. Wang

Mr. Wang, aged 61, has obtained a diploma in industrial economic management from 中國人民大學函授學院 (The Correspondence School of Renmin University of China). Mr. Wang has over 40 years of experience in the coal industry. Mr. Wang worked as the deputy section head of 煤炭工業部財務司 (the Finance Department of Ministry of Coal Industry) from 1981 to 1988, the section head of 中國統配煤礦總公司財務部 (the Finance Department in China National Coal Corporation) from 1988 to 1993, the section head and the deputy head of 煤炭工業部財務勞資司(the Finance and Labor Department of Ministry of Coal Industry) from 1993 to 1995, the chairman and the general manager of 中煤信託投 資有限責任公司 (China Coal Trust Co., Ltd.) from 1995 to 2002, the chairman of 中誠信託 有限責任公司 (China Credit Trust Co., Ltd.) from 2002 to 2010 and the chairman of 嘉實基 金管理有限公司 (Harvest Fund Management Co., Ltd.) from 2003 to 2011. Mr. Wang is currently the consultant of 嘉實基金管理有限公司 (Harvest Fund Management Co., Ltd.) after his retirement. He was the first chairman of 中國信託業協會 (China Trustee Association) and is currently a deputy chairman of 中國煤炭工業協會 (China National Coal Association). Mr. Wang was also appointed as the independent non-executive director of 上海大屯能源股份有限公司 (Shanghai Datun Energy Resources Co., Limited*) (Stock Code: 600508).

Mr. Gu

Mr. Gu, aged 60, has accumulated profound knowledge and valuable experience in the mass media industry. Mr. Gu worked as a senior editor, commentator, person in charge of the editing section and the head of the business development department of 人民日報 (People’s Daily). He was also appointed as the chief executive officer of 中國華聞投資控股 有限公司 (China Huawen Investment Holding Company Limited), the chairman of 中泰信 託投資有限責任公司 (Zhongtai Trust and Investment Co., Ltd.), the chairman of 上海新黃 浦（集團）有限責任公司(Shanghai New Huang Pu (Group) Co., Ltd.) and the chairman of 深圳證券時報社有限公司.

– 5 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED

Mr. Gu graduated from the Philosophy Department of the Nanjing University. He also obtained a postgraduate diploma after studying two years at the Party School of the Central Committee of C.P.C..

Save as disclosed above, Mr. Li, Mr. Wang and Mr. Gu (i) have not previously held any positions with the Company or its subsidiaries; (ii) do not have any relationship with any Director, senior management, management shareholders, substantial shareholders or controlling shareholders (within the meanings of the GEM Listing Rules; (iii) have no interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the date of this supplemental circular; and (iv) have not held any directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II

SECOND FORM OF PROXY

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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)

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 year ended 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 a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company (Note e).
	5.

* For identification purposes only

– 7 –

APPENDIX II

SECOND FORM OF PROXY

1. To extend the general mandate granted to the Directors to allot, issue and deal with new shares by the number of shares repurchased (Note e).

2. To grant an approval to the Directors to refresh the 10% scheme mandate limit of the existing share option scheme C adopted by the Company on 26 April 2002 with its scheme mandate limit last refreshed on 23 April 2010. FOR AGAINST

SPECIAL RESOLUTION (Note d) (Note d)

1. To approve the change of the name of the Company from “SYSCAN Technology Holdings Limited” to “China Innovationpay Group Limited”“中國創新支付集團有限公司and upon the new” namebe adoptedof the asCompanythe secondarybecomingnameeffective,of the Company.

Signed this day of 2011.

Shareholder’s Signature (Notes f & g) Proxy’s Specimen Signature

Notes:

• (a) Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

• (b) Please insert the number of Shares registered in your name(s). If no number is inserted, this second form of proxy will be deemed to relate to all such Shares registered in your name(s).

• (c) If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting or” herein stated and insert the name and address of the proxy desired in the space provided. Any alteration made to this second form of proxy must be initialled by the person who signs it. If no name is inserted, the duly appointed Chairman of the Meeting will act as your proxy.

• (d) IMPORTANT: If you wish to vote for or against the resolutions, please place a “ ✓ ” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than that referred to in the revised notice convening the Meeting.

• (e) The full text of the above resolutions appear in the revised notice of the Meeting dated 12 April 2011.

• (f) This second form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

• (g) Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders is present at the 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.

• (h) In order to be valid, this second form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited 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, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting (or any adjournment thereof). Completion and return of this second form of proxy will not preclude you from attending and voting at the Meeting (or any adjournment thereof) in person if you so wish. In the event that you attend the Meeting, this second form of proxy will be deemed to have been revoked.

• (i) A proxy needs not be a member of the Company, but must attend the Meeting in person to represent you.

IMPORTANT: A SHAREHOLDER OF THE COMPANY (“SHAREHOLDER(S)”) WHO HAS ALREADY LODGED THE FORM OF PROXY (“THE FIRST FORM OF PROXY”) WHICH WAS SENT TOGETHER WITH THE CIRCULAR OF THE COMPANY DATED 31 MARCH 2011 SHOULD NOTE THAT:

• (i) If no Second Form of Proxy is lodged with the Company’s branch registrar, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy/proxies so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the notice convening the AGM dated 28 April 2011 and the First Form of Proxy including, the resolutions for re-election and proposed appointment of directors set out in the supplemental circular of the Company dated 12 April 2011 as directors.

• (ii) If the Second Form of Proxy is lodged with the Company’s branch registrar before 48 hours prior to the time appointed for holding the AGM (“Closing Time”), the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her. The Second Form of Proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

• (iii) If the Second Form of Proxy is lodged with the Company’s branch registrar after the Closing Time, the Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy/proxies (whether appointed under the First Form of Proxy or the Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge the Second Form of Proxy after the Closing Time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.

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REVISED NOTICE OF AGM

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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)

REVISED 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 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 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 2010;

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

3. (i) To re-elect Dr. Fong Chi Wah as an independent non-executive director.

4. (ii) To re-elect Mr. Guan Gui Sen as an executive director.

5. (iii) To re-elect Dr. Lei Chun Xiong as an executive director.

6. (iv) To appoint Mr. Li Yuezhong as a non-executive director.

7. (v) To appoint Mr. Wang Zhongmin as an independent non-executive director.

8. (vi) To appoint Mr. Gu Jiawang as an independent non-executive director.

9. To re-appoint Messrs RSM Nelson Wheeler Certified Public Accountants (“ RSM ”) as Auditors and to authorise the Board to fix their remuneration;

* For identification purpose only

– 9 –

REVISED NOTICE OF AGM

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;

• (b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorizations 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;

– 10 –

REVISED NOTICE OF AGM

• (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.

• (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).”

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REVISED NOTICE OF AGM

1. “ THAT :

2. (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 Bye-Laws 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;

3. (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;

4. (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

5. (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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REVISED NOTICE OF AGM

1. “ THAT conditional upon the passing of Resolutions 4 and 5 set out in this revised notice of annual general meeting dated 12 April 2011 (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 ”), with its scheme mandate limit last refreshed on 23 April 2010, 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 Limit 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 resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT , subject to and conditional upon the approval by the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from “SYSCAN Technology Holdings Limited” to “China Innovationpay Group Limited” and upon the new name of the Company becoming effective, “中國創新支付集團有限公司” be adopted as the secondary name of the

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REVISED NOTICE OF AGM

Company, and the Directors be and are hereby authorized to do all such acts and things and execute all documents they consider necessary or expedient to effect the foregoing.”

By Order of the Board SYSCAN Technology Holdings Limited Guan Gui Sen Chairman

Hong Kong, 12 April 2011

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 revised 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. A new form of proxy (the “Second Form of Proxy”) is enclosed.

2. To be valid, the Second 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 second 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 31 March 2011 of which this revised notice of AGM forms part.

6. Particulars of the retiring Directors are set out in appendix III to the circular of the Company dated 31 March 2011 and particulars of the proposed Directors are set out in appendix I to the supplemental circular of the Company dated 12 April 2011.

7. A second form of proxy for use in connection with the AGM is enclosed and such form is also published on the website of GEM at www.hkgem.com and on the Company’s website at www.syscangroup.com.

8. The register of members of the Company will be closed from 20 April 2011 to 28 April 2011 (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 28 April 2011, 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 19 April 2011.

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REVISED NOTICE OF AGM

1. IMPORTANT: A SHAREHOLDER OF THE COMPANY (“SHAREHOLDER(S)”) WHO HAS ALREADY LODGED THE FORM OF PROXY (“FIRST FORM OF PROXY”) WHICH WAS SENT TOGETHER WITH THE CIRCULAR OF THE COMPANY DATED 31 MARCH 2011 SHOULD NOTE THAT:

2. (i) If no Second Form of Proxy is lodged with the Company’s branch registrar, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy/proxies so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the above meeting other than those referred to in the notice convening the meeting dated 31 March 2011 and the First Form of Proxy including, the resolution for re-election and proposed appointment of Directors set out in the supplemental circular of the Company dated 12 April 2011.

3. (ii) If the Second Form of Proxy is lodged with the Company’s branch registrar before 48 hours prior to the time appointed for holding the above meeting (the “Closing Time”), the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her. The Second Form of Proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

4. (iii) If the Second Form of Proxy is lodged with the Company’s branch registrar after the Closing Time, the Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy/proxies (whether appointed under the First Form of Proxy or the Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge the Second Form of Proxy after the Closing Time. If such Shareholders wish to vote at the above meeting, they will have to attend in person and vote at the meeting themselves.

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