Youzan Technology Limited — Proxy Solicitation & Information Statement 2006

May 22, 2006

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of SYSCAN Technology Holdings Limited (the “ Company ”) will be held at Function Room I, Ground Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Friday, 16 June 2006 at 2:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following ordinary resolutions:–

ORDINARY RESOLUTIONS

1. “ THAT , subject to the fulfillments of the conditions in respect of the Open Offer (as defined below) as set out in the circular of the Company dated 22 May 2006 (the “ Circular ”), a copy of which has been tabled at the SGM and initialed by the Chairman for the purpose of identification:

   • (a) the open offer (the “ Open Offer ”) of not less than 307,092,981 and not more than 341,667,981 ordinary shares (the “ Offer Shares ”) of HK$0.01 each in the share capital of the Company to holders of ordinary shares (the “ Shares ”) of HK$0.01 each in the share capital of the Company whose names appear on the register of members of the Company at the close of business on 16 June 2006 on the basis of assured allotments of three Offer Shares for every Share then held at the subscription price of HK$0.03 per Offer Share and otherwise on the terms of the Open Offer as set out in the Circular be and is hereby approved, and the directors (the “ Directors ”) of the Company be and are hereby authorized to allot and issue the Offer Shares pursuant to or in connection with applications in the Open Offer;

   • (b) the Directors be and are hereby authorized to make such other exclusions or other arrangements as they may deem necessary or expediently and generally to do such things and make such arrangements as they may think fit to give effect to the Open Offer;

   • (c) the Underwriting Agreement (as defined in the Circular) be and is hereby approved, confirmed and ratified and any Director be and is hereby authorized to do such acts or execute such documents which may be necessary, desirable or expedient in his opinion to carry into effect or give effect to the terms of the Underwriting Agreement, including such changes or amendments thereto as such Directors may consider necessary, desirable or expedient;

   • (d) the Special Deal (as defined in the Circular) be and is hereby approved and the Directors be and are hereby authorized to do such things and make such arrangements in connection therewith as they may think fit.”

* For identification purposes only

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1. “ THAT , subject to the passing of the Ordinary Resolution No. 1 as set out in the notice of the special general meeting of the Company dated 22 May 2006 of which this resolution forms part, the waiver granted pursuant to Note 1 on Dispensations from Rules 26 of the Hong Kong Code on Takeovers and Mergers by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission for Mr. Cheung Wai and his concert parties from all obligations to make a mandatory offer for all the issued shares in the share capital of the Company not already owned by them under Rule 26 of the Hong Kong Code on Takeovers and Mergers which may otherwise arise as a result of completion of the Underwriting Agreement (as defined in the circular of the Company dated 22 May 2006, a copy of which has been tabled at the SGM and initialed by the Chairman for the purpose of identification) be and is hereby approved.”

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

Hong Kong, 22 May 2006

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 SGM is entitled to appoint another person as his proxy to attend and, in the event of a poll vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the SGM. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a member of the Company, but must attend in person to represent the member.

2. In order to be valid, the form of proxy must be deposited at the principal place of business and head office of the Company in Hong Kong at Unit C, 21/F, Seabright Plaza, 9-23 Shell Street, North Point, Hong Kong together with the power or attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

3. Where there are joint holders of any share, any one of such persons may vote at the SGM 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 be present at the SGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such joint holding.

4. A form of proxy for use in connection with the SGM is enclosed. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the SGM if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this announcement, the Executive Directors are Mr Cheung Wai and Mr Chan Man Ching; and the Independent Non-executive Directors are Mr Lo Wai Ming, Mr Fong Chi Wah and Mr Jin Qingjun.

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This announcement, for which the directors of SYSCAN Technology Holdings Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to SYSCAN Technology Holdings Limited. The directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: 1. the information contained in this announcement is accurate and complete in all material respects and not misleading; 2. there are no other matters the omission of which would make any statement in this announcement misleading; and 3. all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

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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