Youzan Technology Limited — AGM Information 2011

Mar 31, 2011

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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)

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

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 notice convening the Meeting dated 31 March 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 theyear ended 31 December 2010.
	2.	(i)To re-elect Dr. Fong Chi Wah as an independent non-executive director.
		(ii)To re-elect Professor He Zhiyi as an independent non-executive director.
		(iii)To re-elect Mr. Guan Gui Sen as an executive director.
		(iv)To re-elect Dr. Lei Chun Xiong as an executive director.
		(v)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 toa maximum 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 repurchaseshares up to 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 ofshares repurchased (Note e).
	7.	To grant an approval to the Directors to refresh the 10% scheme mandate limit of the existing share option scheme Cadopted by the Company on 26 April 2002 with its scheme mandate limit last refreshed on 23 April 2010.
		SPECIAL RESOLUTIONFOR(Note d)AGAINST(Note d)
	8.
	Signed	this	day of	2011.
	Shareh	olde	r’s Signature (Notes f & g)

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 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 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 notice convening the Meeting.

• (e) The full text of the above resolutions appear in the notice of the Meeting dated 31 March 2011.

• (f) This 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 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 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 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.

* For identification purposes only