Youzan Technology Limited — Governance Information 2012

Mar 28, 2012

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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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY

The Board proposes to amend the Bye-laws of the Company. The proposed amendments will principally reflect the recent changes brought about by the amendments to the GEM Listing Rules and certain housekeeping improvements. The Board also proposes to adopt a new set of Bye-laws which consolidates these proposed amendments and all previous amendments made pursuant to resolutions passed by the Shareholders at previous general meetings.

The proposed amendments to the Bye-laws and the adoption of a new set of Bye-laws are subject to approval of the Shareholders by way of passing of the requisite special resolutions to be proposed at the AGM.

The board (the “Board”) of directors (the “Directors” and each a “Director”) of China Innovationpay Group Limited (the “Company”) proposes to seek the approval of the shareholders of the Company (the “Shareholders” and each a “Shareholder”) for certain amendments (the “Proposed Amendments”) to the bye-laws of the Company (the “Bye-laws”) and the adoption of a new set of Bye-laws consolidating the Proposed Amendments and all previous amendments made pursuant to resolutions passed by the Shareholders at previous general meetings. The proposed amendments will principally reflect the recent changes brought about by the amendments to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) and certain housekeeping improvements.

The major Proposed Amendments include the following:

1. an annual general meeting shall be called by notice in writing of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by notice in writing of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meeting may be called by notice in writing of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the GEM Listing Rules, a general meeting may be called by shorter notice if it is so agreed by the Shareholders in accordance with the Bye-laws;

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1. all resolutions at general meetings of the Company shall be decided by poll other than a resolution which relates purely to a procedural or administrative matter as the chairman of the meeting may in good faith allow it to be voted on by a show of hands;

2. subject to certain exceptions, a Director shall not vote on any Board resolution approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest nor shall he be counted in the quorum present at the meeting, and the exception that a Director may vote on such board resolution provided that he or any of his associates is not beneficially interested in more than 5% in the party with which the Company proposes to enter into a contract or arrangement shall be removed;

3. if a substantial Shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter shall be dealt with by a physical board meeting rather than a written resolution; and

4. the Company will be empowered to use its website and electronic means for corporate communications.

The Proposed Amendments and the adoption of the new set of Bye-laws are subject to approval of the Shareholders by way of passing the requisite special resolutions to be proposed at the forthcoming annual general meeting of the Company (the “AGM”)

A circular containing, among other things, details of the Proposed Amendments will be despatched to the Shareholders in due course together with a notice of the AGM.

By Order of the Board China Innovationpay Group Limited Guan Guisen Chairman

Hong Kong, 28 March 2012

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Guan Guisen and Dr. Lei Chunxiong; one non-executive Director, namely Mr. Li Yuezhong and three independent non-executive Directors, namely Dr. Fong Chi Wah, Mr. Wang Zhongmin and Mr. Gu Jiawang.

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 no 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.innovationpay.com.hk.

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