Youzan Technology Limited — Capital/Financing Update 2011

Mar 9, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [41 x 44] 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)

COMPLETION OF PLACING OF NEW SHARES PURSUANT TO SPECIFIC MANDATE

The Board is pleased to announce that all conditions set out in the New Placing Agreement have been fulfilled and the Placing was completed on 9 March 2011 in accordance with the terms and conditions of the New Placing Agreement. An aggregate of 625,000,000 Placing Shares have been successfully placed by the Placing Agent to four (4) investors who are and whose ultimate beneficial owners are third parties independent of, not connected with and not acting in concert with any connected person of the Company. None of the placees has become a substantial Shareholder (as defined in the GEM Listing Rules) as a result of the Placing.

The net proceeds from the Placing of approximately HK$191 million are intended for financing part of the consideration for the Acquisition and as working capital for the future development of the Target Group.

Reference is made to the announcements dated 23 November 2010 and 6 January 2011, as well as the circular dated 24 January 2011 issued by the Company (the “ Circular ”) in relation to, among others, the Placing. Terms used herein shall have the same meanings as those defined in the Circular unless the context otherwise requires.

• For identification purposes only

– 1 –

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions set out in the New Placing Agreement have been fulfilled and the Placing was completed on 9 March 2011 in accordance with the terms and conditions of the New Placing Agreement. An aggregate of 625,000,000 Placing Shares have been successfully placed by the Placing Agent to the following four (4) investors:-

	Number of
Name of placees	Placing Shares
CCB International Asset Management Limited (“CCBIAM”)(Note 1)	300,000,000
Senrigan Master Fund_(Note 2)_	162,500,000
The China Fund Inc.(Note 3)	146,000,000
Chinarich Global Services Ltd	16,500,000
Total	625,000,000

Notes:

1. CCBIAM is a limited liability company incorporated in Hong Kong and is principally engaged in asset management and investment businesses. The ultimate beneficial owner of CCBIAM is China Construction Bank Corporation, a company listed on the Main Board of the Stock Exchange (stock code: 0939) and the Shanghai Stock Exchange (stock code: 601939). CCBIAM has a large number of investments including, without limitation, private equity projects in the PRC and Hong Kong, as well as financial instruments in Hong Kong listed companies, covering such sections as real estate, manufacturing, information technology, energy, resources, transportation, media, retail and healthcare. CCBIAM is a licensed investment management company in Hong Kong and regulated by the Securities and Futures Commission.

2. Senrigan Master Fund is managed by Senrigan Capital Group Limited. Senrigan Capital Group Limited is an Asian hedge fund manager based in Hong Kong with in excess of US$900 million in assets under management for the Senrigan Master Fund.

3. The China Fund Inc. is managed by Martin Currie Investment Management Ltd. (“ Martin Currie ”). Martin Currie is a specialist investment management business. From the headquarters in Edinburgh, Scotland, they manage 11.3 billion British pound (US$17.6 billion, as at 31 December 2010) in active equity portfolios for a global client base of financial institutions, charities, foundations, endowments, pension funds, family offices, government agencies and investment funds.

Each of the placees and their respective ultimate beneficial owners are third parties independent of, not connected with and not acting in concert with any connected person of the Company. None of the placees has become a substantial Shareholder (as defined in the GEM Listing Rules) as a result of the Placing.

An aggregate of 625,000,000 Placing Shares represents approximately 17.93% of the issued share capital of 3,484,639,457 Shares as at the date of this announcement.

– 2 –

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below are the shareholding structure of the Company as at the date of this announcement:

ShareholdersCheung Wai (Note 1)Frank Cheung (Note 2)Vendor (Note 3)Public ShareholdersPlaceesOther public ShareholdersAggregate	Number ofShares863,112,0457,500,000218,750,000625,000,0001,770,277,4123,484,639,457	%24.77%0.22%6.28%17.93%50.80%
		100.00%

Notes:

1. Mr. Cheung Wai is an executive Director. He is also the father of Mr. Frank Cheung.

2. Mr. Frank Cheung was an executive Director (whose resignation as an executive Director took effect on 28 February 2011) and is the son of Mr. Cheung Wai.

3. The Vendor is wholly owned by Mr. Guan, being an executive Director and the Chairman of the Group.

PROCEEDS FROM THE PLACING

The gross proceeds from the Placing of 625,000,000 Placing Shares are HK$200 million. After taking into account the estimated expenses of approximately HK$9 million in relation to the Placing, the net proceeds from the Placing of approximately HK$191 million is intended for financing part of the consideration for the Acquisition and as working capital for the future development of the Target Group. The net price per Placing Share is approximately HK$0.31.

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

Hong Kong, 9 March 2011

– 3 –

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Cheung Wai, Mr. Guan Gui Sen and Dr. Lei Chun Xiong and three independent nonexecutive Directors, namely Dr. Fong Chi Wah, Mr. Wang Ruiping and Professor He Zhiyi.

This announcement, 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 announcement 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 announcement misleading.

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

– 4 –