Youzan Technology Limited — Proxy Solicitation & Information Statement 2008

Apr 2, 2008

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.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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 of the Company (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited 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, (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement herein misleading; and (iii) all opinions expressed herein have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

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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

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “AGM”) to be held at Function Room I, Ground Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong at 10:00 a.m. on Wednesday, 30 April 2008, is set out on pages 14 to 18 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.

* For identification purpose only

1 April 2008

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

The Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. 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.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. GEM-listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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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.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Details of Directors proposed to be re-elected . . . . . . . . . . . . . .		12
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
Accompanying: Form of proxy for AGM

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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 Function Room I, Ground Floor, City Garden Hotel,
	9 City Garden Road, North Point, Hong Kong at 10:00
	a.m. on Wednesday, 30 April 2008, notice of which is
	set out on pages 14 to 18 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
“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
“Issue Mandate”	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

– 1 –

DEFINITIONS

“Latest Practicable Date”	1 April 2008, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained herein
“Notice”	the notice convening the AGM as set out on pages 14
	to 18 of this circular
“PRC”	the People’s Republic of China, for the purpose of this
	circular, excluding Hong Kong
“Repurchase Mandate”	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
“Scheme Mandate Limit”	being the maximum number of Shares which may be
	allotted and issued upon exercise of all options to be
	granted under the Share Option Schemes and any other
	schemes of the Company as stipulated in Rule 23.03(3)
	of the GEM Listing Rules;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital
	of the Company
“Share Option(s)”	the subscription right(s) attaching to the outstanding
	option(s) to subscribe for Shares granted by the
	Company under the Share Option Schemes
“Share Option Scheme A”	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
“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 30 April 2007

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DEFINITIONS

“Share Option Schemes” Share Option Scheme A, Share Option Scheme B and Share Option Scheme C “Shareholder(s)” holder(s) of the Share(s) “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

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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: Registered office: Cheung Wai Canon’s Court (Chairman and Chief Executive Officer) 22 Victoria Street Zhang Ming Hamilton, HM 12 Bermuda

Independent Non-executive Directors:

Fong Chi Wah Jin Qingjun Wang Ruiping

Principal place of business and head office in Hong Kong: Unit C, 21/F Seabright Plaza 9-23 Shell Street North Point Hong Kong

1 April 2008

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 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, and the proposed reelection of Directors and the proposed amendments to the Bye-Laws in order to enable the Shareholders to make an informed decision on whether to vote for or against the related

* For identification purpose only

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LETTER FROM THE BOARD

resolutions to be proposed at the AGM; and (b) provide the Shareholders with the 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 and the proposed re-election of Directors.

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.

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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 40,945,730 Shares, representing 10% of the Shares in issue when the scheme mandate limit of Share Option Scheme C was last refreshed on 30 April 2007. 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 3,382,000 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 4,774,000 Shares. Save for such outstanding Share Options, no other share options had been granted under the Share Option Schemes or any other schemes 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 Schemes prior to the AGM.

Based on 2,047,286,540 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 204,728,654 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 and any other schemes of the Company carrying the rights to subscribe for a maximum of 204,728,654 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 Schemes, 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 Schemes and any other scheme(s) 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

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LETTER FROM THE BOARD

• (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 and any other scheme(s) of the Company.

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 and any other scheme(s) of the Company under the refreshed limit.

4. RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws, Mr. Cheung Wai, Mr. Fong Chi Wah and Mr. Wang Ruiping will retire at the AGM and, being eligible, will each of them offer himself for reelection. Information on such Directors as required to be disclosed under the GEM Listing Rules is set out in Appendix II to this circular.

5. AGM

Notice convening the AGM is set out on pages 14 to 18 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.

6. PROCEDURES FOR DEMANDING A POLL

Pursuant to article 70 of the Bye-Laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by:

• (i) the chairman of the meeting; or

• (ii) at least three Shareholders present in person or by a duly authorized corporate representative or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (iii) any Shareholder or Shareholders present in person or by a duly authorized corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) any Shareholder or Shareholders present in person or by a duly authorized corporate representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

7. 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, and the proposed re-election of Directors 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 Cheung Wai

Chairman and Chief Executive Officer

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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 2,047,286,540 Shares pursuant to an ordinary resolution passed by way of poll on 22 February 2008 at the Special General Meeting held on that day, a 1 to 4 rights issue of the Company’s share was offered to the qualifying shareholders of the Company.

As disclosed in the Company’s announcement dated 14 March 2008, the Rights Issue became unconditional on 12 March 2008 and the Rights Shares were fully subscribed for.

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 204,728,654 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.

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APPENDIX I

EXPLANATORY STATEMENT

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 2007) 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.

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
Month	Highest	Lowest
	HK$	HK$
2007
May	0.108A	0.084A
June	0.097A	0.068A
July	0.116A	0.072A
August	0.096A	0.068A
September	0.091A	0.072A
October	0.146A	0.072A
November	0.108A	0.074A
December	0.134A	0.07A
2008
January	0.134A	0.096A
February	0.182	0.099
March	0.107	0.047
April (up to the Latest Practicable Date)	0.074	0.065

A: adjusted

Note: The above-mentioned prices of the Shares (marked with “A”) have been adjusted to take into account of the effect of the Rights Issue of four rights shares for every existing share before going ex-entitlement on 18 February 2008.

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APPENDIX I

EXPLANATORY STATEMENT

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 ByeLaws, the GEM Listing Rules and the applicable laws of Bermuda.

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 Chairman and chief executive officer of the Company and the executive Director, held 843,112,045 Shares, representing approximately 41.48% 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 45.76% 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.

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APPENDIX II

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. Mr Cheung Wai , aged 57, is the Chairman and Chief Executive Officer of the Group. Mr Cheung is responsible for the overall strategic planning for the Group’s development and for the Group’s China business. He has over 30 years of extensive business and management experiences in the field of electronic and computer industry in the PRC and overseas. He joined the Group in 1998. He holds a bachelor’s degree in Electronics Engineering from China Central Institute of Technology, Mainland China.

Mr Cheung Wai has renewed the service agreement with the Company for a term of four years commencing from 1 April 2004 and will continue thereafter unless and until terminated by either party by giving to the other party not less than three months’ written notice. For the financial year ended 31 December 2007, Mr. Cheung received a total director emolument of HK$1,356,219.00.

As at the Latest Practicable Date, Mr. Cheung Wai held 843,112,045 Shares, representing approximately 41.48% of the existing issued share capital of the Company and an entitlement to subscribe for 1,000,000 Shares of the Company upon exercise of the options granted to him under the Share Option Schemes. Save as disclosed above, Mr. Cheung 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. Mr. Cheung 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.

1. Mr Fong Chi Wah , aged 46, is a Certified Practising Accountant (Australia), a Chartered Financial Analyst, a member of the Hong Kong Institute of Certified Public Accountants, a member of the Institute of Certified Management Accountants, Australia and a member of Hong Kong Institute of Directors. Mr Fong has over 20 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. Mr Fong was previously a director of Baring Capital (China) Management Limited and held various management positions in ING Bank. Mr Fong was also an executive director of Grand Investment International Limited, a company listed on the Stock Exchange. Mr Fong is currently an executive director of National Investment Fund Limited, a company listed on the Stock Exchange. Mr 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 and a master’s degree in practising accounting from Monash University, Australia.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Pursuant to a service contract entered into between the Company and Mr. Fong, his appointment as an independent non-executive Director is for a term of three years with effect from 19 December 2003, subject to retirement by rotation and 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 the prevailing market conditions and his roles and responsibilities in the Company.

As at the Latest Practicable Date, Mr. 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 anagement 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.

1. Mr Wang Ruiping , aged 45, is a managing director of TDR Capital International Limited and an independent non-executive director of China Huali Holding Limited since March 2003, a company listed in Shenzhen stock exchange. Mr Wang has over 15 years of investment banking and investment management experience. He also has profound experience of investments in China via listings on domestic and foreign stock exchanges. He has previously worked as executive director of Softbank Investment International (Strategic) Limited, vice president of Greater China Investment banking of Deutsche Bank and assistant director of Standard Chartered (Asia) Limited in charge of investment banking business in mainland China. Mr Wang was working for China International Trust and Investment Corporation before joining Standard Chartered Asia Limited.Mr Wang holds a master degree in Economics from Nankai University of China.

Pursuant to a service contract entered into between the Company and Mr. Wang, his appointment as an independent non-executive Director is for a term of three years with effect from 4 May 2007, subject to retirement by rotation and re-election in accordance with the Bye-Laws. He is entitled to a director’s fee of HK$60,000 per annum, which are determined by the the prevailing market conditions and his roles and responsibilities in the Company.

As at the Latest Practicable Date, Mr. Wang 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.

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NOTICE OF AGM

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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 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 Function Room I, Ground Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Wednesday, 30 April 2008 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 2007;

2. To re-elect Directors and to authorise the board of Directors (the “ Board ”) to fix their remuneration;

3. To re-appoint Messrs Cachet Certified Public Accountants Limited 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 “ ByeLaws ”) 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 ByeLaws 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 1 April 2008 (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 30 April 2007, 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 Limited as “refreshed” hereby; and THAT any Director be and is hereby authorised to take any step as he consider necessary, desirable or

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NOTICE OF AGM

expedient in connection with the refreshment of the Scheme Mandate Limit 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.”

By Order of the Board SYSCAN Technology Holdings Limited Cheung Wai

Chairman and Chief Executive Officer

Hong Kong, 1 April 2008

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.

5. An explanatory statement containing further details regarding Resolution 5 above is set out in appendix I to the circular of the Company dated 1 April 2008 of which this notice of AGM forms part.

6. Particulars of the retiring Directors are set out in appendix II to the circular of the company dated 1 April 2008.

7. A form of proxy for use in connection with the AGM is enclosed and such form is also published on the website of GEM (www.hkgem.com).

8. The register of members of the Company will be closed from 25 April 2008 to 30 April 2008 (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 30 April 2008, 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 24 April 2008.

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