Explanation of Responses
------------------------
Name: Citadel Equity Fund Ltd.
Address: c/o Citadel Investment Group, L.L.C.
000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Issuer and Ticker Symbol: China Security & Surveillance Technology, Inc. CSCT
Date of Event 2/16/07
Requiring Statement:
Explanation of Responses:
Citadel Equity Fund Ltd. entered into a notes purchase agreement, dated February
16, 2007 (the "Purchase Agreement"), with the Issuer; China Safetech Holdings
Limited, a wholly owned subsidiary of the Issuer ("Safetech"); China Security &
Surveillance Technology (HK) Ltd., a wholly-owned subsidiary of Safetech ("CSST
HK"); Golden Group Corporation (Shenzhen) Limited, a wholly-owned subsidiary of
Safetech; Shanghai Xxxxx Xxxx Digital Technology Co., Ltd., a wholly-owned
subsidiary of CSST HK; and China Security & Surveillance Technology (PRC), Inc.,
a wholly-owned subsidiary of the Issuer, to purchase $60,000,000 of the
principal amount of the Issuer's 1.0% Guaranteed Senior Unsecured Convertible
Notes due 2012 (the "Notes"). The Notes are convertible into shares of common
stock of the Issuer at a conversion price equal to the conversion rate in effect
at such time of conversion. The initial conversion price of the Notes was $18.00
per share.
Citadel Limited Partnership is the trading manager of Citadel Equity Fund Ltd.
and consequently has voting control and investment discretion over securities
held by Citadel Equity Fund Ltd., and may be deemed to indirectly control
Citadel Equity Fund Ltd. Citadel Investment Group (Hong Kong) Limited provides
investment advisory services to Citadel Limited Partnership with respect to Hong
Kong-based investment activities. Citadel Investment Group, L.L.C. is the
general partner of Citadel Limited Partnership. Xxxxxxx Xxxxxxx is the President
and Chief Executive Officer of, and the owner of a controlling interest in,
Citadel Investment Group, L.L.C.
The reporting persons are filing this Form 3 for the sole reason that the
reporting persons and Mr. Xx Xxx Xxxx ("Mr. Tu"), Ms. Xx Xxx Xxx ("Xx. Xx") and
Whitehorse Technology Limited, a British Virgin Islands company wholly owned by
Mr. Xx and Xx. Xx ("Whitehorse" and collectively with Mr. Xx and Xx. Xx, the
Controlling Shareholders") may be deemed to be a group for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, and such group would
in the aggregate beneficially own more than ten percent (10%) of the Issuer's
securities, as further described in the Schedule 13D of the Issuer filed by the
reporting persons on the date hereof. Neither the filing of this Form 3 nor any
of its contents will be deemed to constitute an admission that any of the
reporting persons is a member of a group for purposes of Section 13(d) with the
Controlling Shareholders, or for any other purpose, and any such group is
expressly disclaimed. In addition, each of the reporting persons disclaims
beneficial ownership of the Issuer reported herein except to the extent of his
or its pecuniary interest therein.
JOINT FILER INFORMATION
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Name: Citadel Investment Group, L.L.C.
Address: 000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Designated Filer: Citadel Equity Fund Ltd.
Issuer and Ticker Symbol: China Security & Surveillance Technology, Inc. CSCT
Date of Event 2/16/07
Requiring Statement:
CITADEL INVESTMENT GROUP, L.L.C.
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Xxxx X. Xxxxx,
Director and Associate General Counsel
JOINT FILER INFORMATION
-----------------------
Name: Citadel Limited Partnership
Address: c/o Citadel Investment Group, L.L.C.
000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Designated Filer: Citadel Equity Fund Ltd.
Issuer and Ticker Symbol: China Security & Surveillance Technology, Inc. CSCT
Date of Event 2/16/07
Requiring Statement:
CITADEL LIMITED PARTNERSHIP
By: Citadel Investment Group, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Xxxx X. Xxxxx,
Director and Associate General Counsel
JOINT FILER INFORMATION
-----------------------
Name: Citadel Investment Group (Hong Kong) Limited
Address: c/o Citadel Investment Group, L.L.C.
000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Designated Filer: Citadel Equity Fund Ltd.
Issuer and Ticker Symbol: China Security & Surveillance Technology, Inc. CSCT
Date of Event 2/16/07
Requiring Statement:
CITADEL INVESTMENT GROUP (HONG KONG) LIMITED
By: Citadel Investment Group, L.L.C.,
its Sole Shareholder
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Xxxx X. Xxxxx,
Director and Associate General Counsel
JOINT FILER INFORMATION
-----------------------
Name: Xxxxxxx Xxxxxxx
Address: c/o Citadel Investment Group, L.L.C.
000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Designated Filer: Citadel Equity Fund Ltd.
Issuer and Ticker Symbol: China Security & Surveillance Technology, Inc. CSCT
Date of Event 2/16/07
Requiring Statement:
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Xxxx X. Xxxxx attorney-in-fact**
** Xxxx X. Xxxxx is signing on behalf of Xxxxxxx Xxxxxxx as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by reference
herein. The power of attorney was filed as an attachment to a filing by Citadel
Limited Partnership on Schedule 13G for Morgans Hotel Group Co.
