Youzan Technology Limited — AGM Information 2011

Mar 31, 2011

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 adviser.

If you have sold or transferred all your shares in SYSCAN Technology Holdings Limited (the “Company”), you should at once hand this circular, together with the enclosed 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 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.

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 the information contained in this 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 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)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

A 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 19 to 24 of this circular. A form of proxy for use by the shareholders of the Company at the AGM (or any adjournment thereof) is also enclosed. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed 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 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 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.

31 March 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . .	5
4.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Proposed change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	GEM Listing Rules Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Details of the Share Option Schemes . . . . . . . . . . . . . . . .		12
Appendix III – Details of Directors proposed to be re-elected . . . . . . . . .		14
Appendix IV – Details of the Proposed change of Company Name . . . . .		18
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

Accompanying: Form of proxy for AGM

– ii –

DEFINITIONS

In this 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 19 to 24 of this circular

• “associate(s)” has the meaning ascribed thereto in the GEM Listing Rules

• “Board” the board of Directors

• “Bye-Laws”

• the bye-laws of the Company as may be amended from time to time

• “Change of Company Name”

• the proposed change of the name of the Company from “SYSCAN Technology Holdings Limited” to “China Innovationpay Group Limited” and subject to the new name of the Company becoming effective, the adoption of “中國創新支付集團有限公司” as its secondary name

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

• “connected person(s)” has the meaning ascribed thereto in the GEM Listing Rules

• “Director(s)” the director(s) of the Company

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Committee”

• has the meaning ascribed thereto in the GEM Listing Rules

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

• “General Mandates” the Issue Mandate and the Repurchase Mandate

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Issue Mandate”

• “Latest Practicable Date”

• “Notice”

• “PRC”

• “Repurchase Mandate”

• “Scheme Mandate Limit”

• “SFO”

• “Share(s)”

• “Shareholder(s)”

• “Share Option(s)”

• “Share Option Scheme A”

• the proposed general mandate to be granted to the Directors at the AGM to allot, issue and deal with new Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant ordinary resolution granting such mandate

• 25 March 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• the notice convening the AGM as set out on pages 19 to 24 of this circular

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

• the proposed general mandate to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company in issue as at the date of passing of the relevant ordinary resolution granting such mandate

• being the maximum number of Shares which may be allotted and issued upon exercise of all options to be granted under the Share Option Scheme C of the Company as stipulated in Rule 23.03(3) of the GEM Listing Rules

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• holder(s) of the Share(s)

the subscription right(s) attaching to the outstanding option(s) to subscribe for Shares granted by the Company under the Share Option Schemes

the share option scheme A adopted by the Company on 2 March 2000, which was ceased to be effective (save for the options already granted but unexercised) on 14 April 2000

– 2 –

DEFINITIONS

• “Share Option Scheme B” the share option scheme B adopted by the Company on 2 March 2000, which was ceased to be effective (save for the options already granted but unexercised) on 26 April 2002

• “Share Option Scheme C” the existing share option scheme adopted by the Company on 26 April 2002 with its scheme mandate limit last refreshed on 23 April 2010

• “Share Option Schemes” Share Option Scheme A, Share Option Scheme B and Share Option Scheme C

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

• “Takeovers Code” The Codes on Takeovers and Mergers and Share Repurchases

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

• “%” per cent

– 3 –

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

31 March 2011

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

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to (a) present to the Shareholders information relating to the proposed grant of the General Mandates and the extension of the Issue Mandate to the Board, the proposed refreshment of the Scheme Mandate Limit, the proposed reelection of Directors and the proposed Change of Company Name in order to enable the Shareholders to make an informed decision on whether to vote for or against the related resolutions to be proposed at the AGM; and (b) provide the Shareholders with the

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

notice convening the AGM at which the relevant resolutions will be proposed and the Shareholders will be asked to consider and, if thought fit, to approve the proposed grant of the General Mandates and the extension of the Issue Mandate to the Board, the proposed refreshment of the Scheme Mandate Limit, the proposed re-election of Directors and the proposed Change of Company Name.

2. PROPOSED GENERAL MANDATES

At the AGM, the following ordinary resolutions will be proposed:

• (a) to grant the Issue Mandate to the Directors to allot, issue and otherwise deal with new Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolution;

• (b) to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company in issue as at the date of passing of the ordinary resolution; and

• (c) to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Directors believe that the granting of the Issue Mandate will provide flexibility and discretion to the Directors in the event that the Company becomes desirable to issue new Shares to raise capital to facilitate any expansion plan as the Directors consider appropriate, and it is in the best interests of the Company and the Shareholders to continue to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. An explanatory statement, required by the GEM Listing Rules, on the Repurchase Mandate is set out in appendix I to this circular. This contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution(s).

3. PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

Pursuant to the GEM Listing Rules, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Schemes and any other scheme(s) of the Company at any time must not in aggregate exceed 30% of the Shares in issue from time to time. No options shall be granted under any schemes of the Company if this will result in the 30% limit being exceeded.

– 5 –

LETTER FROM THE BOARD

The Shares which may be issued upon exercise of all Share Options to be granted under the existing Share Option Schemes and any other scheme(s) of the Company shall not exceed the Scheme Mandate Limit, being 348,463,945 Shares, representing 16.74% of the Shares in issue when the scheme mandate limit of Share Option Scheme C was last refreshed on 23 April 2010. In accordance with the GEM Listing Rules, the Scheme Mandate Limit can be refreshed by Shareholders in general meeting provided that the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue on the date of the Shareholders’ approval.

Up to the Latest Practicable Date, the Company had granted Share Options, which had not been exercised, entitling the holders thereof to subscribe for an aggregate of 41,214,583 Shares under Share Option Scheme C. The Company had granted Share Options under the Share Option Schemes which, if fully exercised by the holders as at the Latest Practicable Date, would require the Company to issue 41,214,583 Shares (representing approximately 1.18% of the issued share capital of the Company). Save for such outstanding Share Options, no other share options had been granted under the Share Option Scheme C of the Company to the Directors, employees of the Group or such other eligible persons as at the Latest Practicable Date. The Directors have no present intention to grant any further Share Options under Share Option Scheme C prior to the AGM.

Based on 3,484,639,457 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the AGM, the Scheme Mandate Limit will be re-set to 348,463,945 Shares, representing approximately 10% of the issued share capital of the Company as at the date of the AGM in which the refreshed limit is approved and the Company will be allowed to grant further options under Share Option Scheme C of the Company carrying the rights to subscribe for a maximum of 348,463,945 Shares or 10% of the issued share capital of the Company as at the date of the AGM. The total number of Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Schemes and any other schemes of the Company will not exceed 30% of the Shares in issue.

The Directors consider that, in order to provide the Company with greater flexibility in granting options to eligible person(s) under Share Option Scheme C, the Board decides to seek the approval of the Shareholders to refresh the Scheme Mandate Limit so that the total number of Shares which may be issued upon exercise of all share options to be granted under Share Option Scheme C of the Company shall not exceed 10% of the Shares in issue as at the date of passing the relevant resolution at the AGM.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the passing of an ordinary resolution to approve the proposed refreshment of the Scheme Mandate Limit by the Shareholders at the AGM; and

• (ii) the GEM Listing Committee granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the issued share capital of the Company as at the date of the AGM approving the proposed refreshment of the Scheme Mandate Limit) which fall to be issued upon the exercise of any options that may be granted under Share Option Scheme C of the Company.

– 6 –

LETTER FROM THE BOARD

Application will be made by the Company to the GEM Listing Committee for the listing of, and permission to deal in, the new Shares (representing a maximum of 10% of the issued share capital of the Company as at the date of the AGM approving the proposed refreshment of the Scheme Mandate Limit) which fall to be issued upon the exercise of any options that may be granted under Share Option Scheme C of the Company under the refreshed limit.

Details of the Share Option Schemes are set out in Appendix II to this Circular.

4. RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws of the Company Dr. Fong Chi Wah. Professor He Zhiyi, Mr. Guan Gui Sen, Dr Lei Chun Xiong and Mr. Cheung Wai will at the General Meeting retire. Each of Dr. Fong, Professor He, Mr. Guan and Dr. Lei, being eligible, offer themselves for re-election.

The biographical details of the above-mentioned Directors to be re-elected at the Annual General Meeting are set out in Appendix III to this circular.

5. PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the name of the Company from “SYSCAN Technology Holdings Limited” to “China Innovationpay Group Limited” and to adopt “中 國創新支付集團有限公司” as its secondary name.

Details of the Change of Company Name are set out in Appendix IV to this Circular.

6. AGM

Notice convening the AGM is set out on pages 19 to 24 of this circular. A form of proxy for use by the Shareholders at the AGM is also enclosed.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Secretary of the Company at its 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 form of proxy will not preclude you from attending and voting at the AGM (or any adjournment thereof) in person if you so wish.

7. GEM LISTING RULES REQUIREMENT

According to the rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

– 7 –

LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the proposed grant of the General Mandates and the extension of the Issue Mandate to the Board, the proposed refreshment of the Scheme Mandate Limit, the proposed re-election of Directors and the proposed Change of Company Name are in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all resolutions as set out in the Notice. The Directors intend to vote in favour of all of such resolutions in respect of their shareholdings in the Company, if any.

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

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 13.08 of the GEM Listing Rules, to provide Shareholders with requisite information reasonably necessary for them to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the Repurchase Mandate.

I. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 3,484,639,457 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed to repurchase a maximum of 348,463,945 fully paid-up Shares (representing 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM) during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or the Companies Act 1981 of Bermuda (as amended) to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of Shareholders in general meeting.

II. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on GEM, which may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

III. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Bye-Laws, the GEM Listing Rules and the applicable laws of Bermuda.

It is envisaged that the funds required for any repurchase of Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

An exercise of the Repurchase Mandate in full might have a material adverse impact on the working capital and gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts as at 31 December 2010) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

IV. SHARES REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed Shares (whether on GEM or otherwise) in the six months preceding the Latest Practicable Date.

V. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on GEM in each of the previous twelve months before the Latest Practicable Date:

	Price per Share	Price per Share
Month	Highest	Lowest
	HK$	HK$
2010
April	0.31	0.191
May	0.26	0.188
June	0.245	0.21
July	0.25	0.195
August	0.375	0.248
September	0.44	0.345
October	0.4	0.335
November	0.375	0.32
December	0.425	0.35
2011
January	0.45	0.35
February	0.415	0.365
March (up to and including the Last
Practicable Date)	0.43	0.38

VI. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Bye-Laws, the GEM Listing Rules and the applicable laws of Bermuda.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

VII. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors or, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares or other securities to the Company or its subsidiaries.

No connected person of the Company has notified the Company that he/she/it has any present intention to sell any Shares to the Company or undertaken not to do so, in the event that the proposed Repurchase Mandate is approved by the Shareholders.

VIII. TAKEOVERS CODE

If as the result of a repurchase of the Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Cheung Wai, the substantial shareholder of the Company and the executive Director, held 863,112,045 Shares, representing approximately 24.77% of the existing issued share capital of the Company. In the event that the Directors exercise in full the Repurchase Mandate, the interest of Mr. Cheung Wai in the Company would be increased to approximately 27.52% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. As at the Latest Practicable Date, so far as is known to the Directors, no Shareholder may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code if the Repurchase Mandate is exercised in full.

The Directors have no present intention to exercise the Repurchase Mandate.

– 11 –

APPENDIX II

DETAILS OF THE SHARE OPTION SCHEMES

The Company has three employee share option schemes, namely Share Option Scheme A (“ Scheme A ”), Share Option Scheme B (“ Scheme B ”) and Share Option Scheme C (“ Scheme C ”) (collectively “ the Option Schemes ”).

The Company adopted Scheme A on 2 March 2000. Scheme A ceased to be effective upon the listing of the Company on the GEM on 14 April 2000, but the options which have been granted during the life of Scheme A shall continue to be exercisable in accordance with their terms of issue. All Scheme A options Lapsed before 31 December 2009.

Scheme B was adopted by the Company on 2 March 2000. At the Annual General Meeting of the Company held on 26 April 2002, shareholders of the Company have approved the termination of Scheme B. But the options which have been granted during the life of Scheme B shall continue to be exercisable in accordance with their terms of issue.

Scheme C was adopted by the Company at the Annual General Meeting held on 26 April 2002. Scheme C shall remain valid and effective for a period of 10 years commencing on 26 April 2002, after which period no further options will be granted.

Details of the movement of the Option Schemes up to the Last Practicable Date (“ LPD ”) were as follows:

(I) Share Option Scheme B (“Scheme B”)

Class of optionees Date of grant Exercise period Subscription price per share Directors and Chief Executives 19 June 2000 19 June 2001 to 18 June 2010 HK$0.44 Employees and option-holders 12 July 2000 12 July 2001 to 11 July 2010 HK$0.328 4 December 2000 4 December 2001 to 3 December 2010 HK$0.1355 17 January 2001 17 January 2002 to 16 January 2011 HK$0.2747 13 August 2001 13 August 2002 to 12 August 2011 HK$0.368 Sub-total	Options granted at 1 January 2010 3,750,000 75,000 150,000 600,000 225,000 4,800,000	Granted during the period – – – – – –	Cancelled/ lapsed during the period 3,750,000 75,000 – – 225,000 4,050,000	Exercised during the period Outstanding as at the LPD – 0 – 0 150,000 0 600,000 0 – 0 750,000 0	Exercised during the period Outstanding as at the LPD – 0 – 0 150,000 0 600,000 0 – 0 750,000 0
					0

– 12 –

APPENDIX II

DETAILS OF THE SHARE OPTION SCHEMES

(II) Share Option Scheme C (“Scheme C”)

Class of optionees Date of grant Exercise period Subscription price per share Directors and Chief Executives 13 August 2008 13 August 2009 to 12 August 2018 HK$0.06 10 November 2009 10 November 2010 to 9 November 2019 HK$0.1026 Employees and option-holders 14 May 2002 14 May 2003 to 13 May 2012 HK$0.1883 14 August 2002 14 August 2003 to 13 August 2012 HK$0.1333 26 March 2003 26 March 2004 to 25 March 2013 HK$0.1333 13 August 2008 13 August 2009 to 12 August 2018 HK$0.06 10 November 2009 10 November 2010 to 9 November 2019 HK$0.1026 Sub-total Total share options	Options granted at 1 January 2010 47,000,000 15,000,000 3,712,500 2,587,500 2,017,500 69,838,000 60,000,000 200,155,500 204,955,500	Granted during the year – – – – – – – – –	Cancelled/ lapsed during the year – – 375,000 112,500 – 4,212,500 – 4,700,000 8,750,000	Exercised during the year 47,000,000 7,500,000 2,587,500 2,475,000 2,017,500 63,910,917 28,750,000 154,240,917 154,910,917	Outstanding as at the LPD 0 7,500,000 750,000 0 0 1,714,583 31,250,000
					41,214,583
					40,214,583

– 13 –

APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Particulars of the retiring Directors subject to re-election at the AGM are set out as follows:

1. Dr. Fong Chi Wah , aged 49, is a Certified Practising Accountant (Australia), a Chartered Financial Analyst, a member of Hong Kong Institute of CPAs, a member of the Institute of Certified Management Accountants, Australia and a member of the Hong Kong Institute of Directors. Dr. Fong holds a bachelor’s degree in management science (economics) from Lancaster University, United Kingdom, a master ‘s degree in business administration from Warwick University, United Kingdom, a master’s degree in investment management from the Hong Kong University of Science and Technology, a master ‘s degree in practicing accounting from Monash University, Australia and a doctorate in business administration from the Hong Kong Polytechnic University.

Dr. Fong has over 21 years of extensive experience in various sectors of financial industry, including direct investment, project and structured finance, and capital markets with focus on the PRC and Hong Kong. Dr. Fong was previously a director of Baring Capital (China) Management Limited and held various management positions in ING Bank. Dr. Fong was also an executive director of Grant Investment International Limited, a company listed on the Stock Exchange. Dr. Fong is currently an executive director of National Investments Fund Limited and an independent non-executive director of Ruinian International Limited, and both companies are listed on the Stock Exchange.

Pursuant to a service contract entered into between the Company and Dr. Fong, his appointment as an independent non-executive Director effective from 19 December 2003, subject to retirement by rotation and eligible for re-election in accordance with the Bye-Laws. He is entitled to a director’s fee of HK$120,000 per annum, which are determined by the prevailing market conditions and his roles and responsibilities in the Company.

As at the Latest Practicable Date, Dr. Fong did not have any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. He does not have any relationship with any Directors, senior management, substantial, controlling or management shareholders of the Company (as defined in the GEM Listing Rules). He has confirmed that there is no other information relating to his appointment which is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or matters needed to be brought to the attention of the Shareholders. Save as disclosed herein, Dr. Fong has confirmed that he does not hold any directorship in company listed in the Stock Exchange.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

2. Professor He Zhiyi , aged 54, joined the Company on 19 July 2010. He holds a master degree in Economics from Xiamen University, a doctoral degree from School of Management, Fudan University and was a post-doctoral research fellow at Guanghua Management School, Peking University. He is currently the deputy dean of Antai College of Economics & Management, Shanghai Jiao Tong University, the deputy dean of the Institute on Poverty Research, Peking University and the executive officer of the Chinese Business Case Research Centre, Peking University. Professor He was a professor of Marketing, a doctoral adviser and the assistant dean of Guanghua Management School, Peking University. He also acted as the director of Management Case Studies Centre of Peking University. Professor He is currently an independent non-executive director of Shenzhen Accord Pharmaceutical Co., Ltd., a subsidiary of Sinopharm Group Co. Ltd (Stock code: 1099) and whose A shares and B shares are listed on the Shenzhen Stock Exchange.

Pursuant to a service contract entered into between the Company and Professor He, his appointment as an independent non-executive Director is effect from 19 July 2010, subject to retirement by rotation and eligible for re-election in accordance with the Bye-Laws. He is entitled to a director’s fee of HK$120,000 per annum, which are determined by the prevailing market conditions and his roles and responsibilities in the Company.

As at the Latest Practicable Date, Professor He did not have any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. He does not have any relationship with any Directors, senior management, substantial, controlling or management shareholders of the Company (as defined in the GEM Listing Rules). He has confirmed that there is no other information relating to his appointment which is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or matters needed to be brought to the attention of the Shareholders. Save as disclosed herein, Dr. Fong has confirmed that he does not hold any directorship in company listed in the Stock Exchange.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

3. Mr. Guan Gui Sen , aged 47, joined the Company on 28 February 2011. Mr. Guan acts as an executive Director and Chairman of the Company. Mr. Guan obtained his bachelor degree from China Central University of Finance and Economics (中央財經大學) in 1984 and a master degree from Graduate School of the People’s Bank of China (中國人民銀行研究生部) in 1987. Mr. Guan has over twenty years of senior management experience in finance, property development and investment in the PRC. Mr. Guan was a deputy president of Hainan Technology and Industry Group (海南科工集團) from 1990 to 1994, a deputy president of Thihe Holdings Co., Ltd. (太合控股有限公司) from 2001 to 2003 and a director of China Union Pay Data Services Co., Ltd.（銀聯數據有限 公司) from 2002 to 2005. From August 2008, Mr. Guan became the chairman of Beijing Shangyin Investment Consultancy Co., Ltd. (商銀融通（北京）投資諮詢 有限公司) and a director of China Union Loyalty Co., Ltd. (上海銀商資訊有限公 司). Mr. Guan owns the entire equity interest in Beijing Dongsen Jinbi Investment Consultancy Co., Ltd. (北京東森金碧投資諮詢有限公司), an investment company, which in turns owned 15% equity interest in China Union Loyalty Co., Ltd. (上海銀商資訊有限公司).

Pursuant to a service contract entered into between the Company and Mr. Guan, his appointment as an executive Director is for a term of three years with effect from 28 February 2011, subject to retirement by rotation and eligible for re-election in accordance with the Bye-Laws. He is entitled to a director’s fee of HK$1,800,000 per annum (excluding any discretionary year-end bonus which will be determined by the Board based on the performance of Mr. Guan), which are determined by the prevailing market conditions and his roles and responsibilities in the Company.

As disclosed in the Circular dated 24 January 2011, as a result of the entering into of the New Sale and Purchase Agreement between Mr. Guan and the Company, Mr. Guan is deemed to be interested in 2,406,250,000 Shares, representing approximately 69.05% of the existing issued share capital of the Company as at the Latest Practicable Date. Besides Mighty Advantage Enterprises Limited, an investment company wholly owned by Mr. Guan, holds 218,750,000 Shares representing 6.28% of the issued share capital of the Company as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date Mr. Guan does not have any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. He has confirmed that there is no other information relating to his appointment which is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or matters needed to be brought to the attention of the Shareholders. Save as disclosed herein, Mr. Guan has confirmed that he does not hold any directorship in company listed in the Stock Exchange.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

4. Dr. Lei Chun Xiong , aged 45, joined the Company on 28 February 2011. Dr. Lei acts as an executive Director and Chief Executive Officer of the Company. He graduated from Hunan Binzhou Normal Institute（湖南郴州師專) in 1983 and obtained a master degree from Tianjin Normal University (天津師範大學) in 1991 and a doctoral degree from Graduate School of People’s Bank of China (中國人民銀行研究生部) in 1996. Dr. Lei has over 20 years of experience in banking and electronic payment sectors. He worked as a deputy section head, section head and deputy department head of Bank of China, Hunan branch from 1991 to 1997. From February 1997 to July 2001, Dr. Lei worked for the head office of China Merchants Bank as an assistant general manager of treasury planning department, research department and an deputy general manager of individual banking department. He joined China Unionpay Co., Ltd. (中國銀聯股份有限公司) in August 2001 until March 2010 initially as its general manager of the strategic development department and later as its assistant president. In between his tenure with China Unionpay Co., Ltd. (中 國銀聯股份有限公司), Dr. Lei was also an executive director of Unionpay Merchant Services Co., Ltd. (銀聯商務有限公司), a director of China Unionpay Data Services Co., Ltd. (銀聯數據有限公司), China Pay Co., Ltd. (上海銀聯電子 支付有限公司), China Union Loyalty Co., Ltd. (上海銀商資訊有限公司), Guangzhou Unionpay Network Payment Co., Ltd. (廣州銀聯網絡支付有限公 司) as well as a director and president of Shanghai Kayou Information Services Co., Ltd. (上海卡友資訊服務有限公司). In April 2010, Dr. Lei is the president of Beijing Shangyin Investment Consultancy Co., Ltd. (商銀融通（北京）投資諮詢 有限公司). He is also a committee member of Shanghai Financial Arbitration Advising Committee (上海金融仲裁院諮詢委員會).

Pursuant to a service contract entered into between the Company and Dr. Lei, his appointment as an executive Director is for a term of three years with effect from 28 February 2011, subject to retirement by rotation and eligible for re-election in accordance with the Bye-Laws. He is entitled to a director’s fee of HK$1,200,000 per annum (excluding any discretionary year-end bonus which will be determined by the Board based on the performance of Dr. Lei), which are determined by the prevailing market conditions and his roles and responsibilities in the Company.

Save as disclosed above, as at the Latest Practicable Date Dr. Lei does not have any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. He has confirmed that there is no other information relating to his appointment which is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or matters needed to be brought to the attention of the Shareholders. Save as disclosed herein, Dr. Lei has confirmed that he does not hold any directorship in company listed in the Stock Exchange.

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APPENDIX IV DETAILS OF THE PROPOSED CHANGE OF COMPANY NAME

Details of the proposed Change of Company Name are as follows:–

I. CONDITIONS FOR THE CHANGE OF COMPANY NAME

The Change of Company Name is subject to the following conditions:–

• (i) the passing of a special resolution by the Shareholders approving the Change of Company Name at the AGM; and

• (ii) the Registrar of Companies in Bermuda granting approval for the use by the Company of the proposed name of “China Innovationpay Group Limited” and the proposed secondary name of “中國創新支付集團有限公司”.

The relevant filings with the Registrar of Companies in Bermuda will be made after the passing of the special resolution at the AGM.

Subject to satisfaction of the conditions as set out above, the Change of Company Name will take effect from the date on which the new name of the Company is entered on the register of companies maintained by the Registrar of Companies in Bermuda in place of the existing name. The Registrar of Companies in Bermuda shall issue the certificate of incorporation on change of name thereafter. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong. The Company will make further announcement to inform the Shareholders as to when the Change of Company Name becomes effective and on the change of the stock short name of the Company.

II. REASON FOR THE CHANGE OF COMPANY NAME

The Board considers that the Change of Company Name will provide the Company with a more appropriate identification of its continual growing business and the direction of the Group’s future business development.

III. EFFECT OF CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates of the Company in issue bearing the existing English and Chinese names of the Company will, after the Change of Company Name becoming effective, continue to be effective and as documents of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new English name of the Company.

Upon the Change of Company Name becoming effective, new share certificates of the Company will be issued under the new English name of the Company.

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NOTICE OF AGM

==> 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)

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 Directors and to authorise the board of Directors (the “ Board ”) to fix their remuneration;

3. To re-appoint Messrs RSM Nelson Wheeler Certified Public Accountants (“ RSM ”) 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 purpose only

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NOTICE OF AGM

• (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;

• (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;

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NOTICE OF AGM

     - (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).”

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

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NOTICE OF AGM

• (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.”

• “ THAT conditional upon the passing of Resolutions 4 and 5 set out in this notice of annual general meeting dated 31 March 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.”

• “ 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 share 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

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NOTICE OF AGM

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.”

1. 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 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, 31 March 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 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.

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NOTICE OF AGM

1. 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 notice of AGM forms part.

2. Particulars of the retiring Directors are set out in appendix III to the circular of the company dated 31 March 2011.

3. A 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.

4. 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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