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Youzan Technology Limited Capital/Financing Update 2011

Jan 23, 2011

51261_rns_2011-01-23_555548a2-82db-4a81-bfb4-85d3ddedff63.pdf

Capital/Financing Update

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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.

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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)

ENTERTING INTO OF THE CB SUBSCRIPTION AGREEMENT AND DESPATCH OF CIRCULAR

Reference is made to the announcements dated 23 November 2010, 14 December 2010 and 6 January 2011 issued by SYSCAN Technology Holdings Limited in relation to the Acquisition and the Placing (the “ Announcements ”). Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

ENTERTING INTO OF THE CB SUBSCRIPTION AGREEMENT

On 21 January 2011 (after trading hours), the Company and the Vendor entered into the CB Subscription Agreement pursuant to which the Company will issue certain Convertible Bonds to the Vendor upon the satisfaction of certain conditions as adjustment to the consideration of the Acquisition. The Convertible Bonds will be issued in various tranches and the issue of each tranche is subject to the satisfaction by the Target Group of each of the Adjusted Consideration Scenarios. Failure by the Target Group to achieve the targets set out in all of the Adjusted Consideration Scenarios will result in the Vendor not being entitled to any Convertible Bond.

The principal terms of the Convertible Bonds has been disclosed under the section headed “Convertible Bonds” in the announcement issued by the Company dated 23 November 2010.

DESPATCH OF CIRCULAR

The Circular will be dispatched to the Shareholders on 24 January 2011.

By order of the Board of SYSCAN Technology Holdings Limited Cheung Wai Chairman

Hong Kong, 21 January 2011

  • For identification purposes only

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As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Cheung Wai and Mr. Frank Cheung, and three independent non-executive 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.

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