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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in JACKIN INTERNATIONAL HOLDINGS LIMITED , you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker 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.

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JACKIN INTERNATIONAL HOLDINGS LIMITED * ! " # $ % & ' ( ) *

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

PROPOSED RE-ELECTION OF DIRECTOR PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME TERMINATION OF THE EXISTING SHARE OPTION SCHEME GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND PROPOSED AMENDMENTS TO BYE-LAWS

A notice convening the Annual General Meeting of Jackin International Holdings Limited to be held at Conference Room, 20/F., Regency Centre, Phase I, 39 Wong Chuk Hang Road, Hong Kong on Saturday, 12 June, 2004 at 9:00 a.m. is set out on pages 29 to 37 of this circular. Whether or not the Shareholders propose to attend the meeting, they are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s principal place of business in Hong Kong at Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the meeting should they so wish.

* For identification purposes only

30 April, 2004

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
3.	Adoption of a New Share Option Scheme and
	termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Conditions Precedent of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . .	8
5.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	Right to demand poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
10.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
11.	Document available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
12.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I	– Details of Director. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix II	– Summary of the principal terms of
	the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix III – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24
Appendix IV – Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		28
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

“Act”

the Companies Act 1981 of Bermuda;

“AGM”

the Annual General Meeting of the Company to be held on Saturday, 12 June, 2004;

“AGM Notice”
the notice convening the AGM as set out on pages 29 to 37 of this circular;
“Adoption Date”

the date on which the New Share Option Scheme is adopted by the Shareholders at the AGM which is expected to be on Saturday, 12 June, 2004;

“Associated Companies”

companies in which the Company, whether by itself or through its Subsidiary or Subsidiaries, owns or controls 20% or more of their voting rights and/or issued share capital;

“associates”

has the meaning as ascribed under the Listing Rules;

“Auditors”

the auditors for the time being of the Company;

“Board”

the board of directors of the Company or a duly authorised committee thereof for the time being;

“Business Associates”

(a) any advisor or consultant (in the areas of legal, technical, financial or corporate managerial) to the Group; (b) any provider of goods and/or services to the Group; or (c) any other person who, at the sole determination of the Board, has contributed to the Group (the assessment criterion of which are (i) such person’s contribution to the development and performance of the Group; (ii) the quality of work performed by such person for the Group; and (iii) the initiative and commitment of such person in performing his or her duties; and (iv) the length of service or contribution of such person to the Group);

“business day”

a day (other than a Saturday or a Sunday) on which licensed banks are open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities;

– 1 –

DEFINITIONS

“Bye-laws”
“Commencement Date”
“Company”
“Directors”
“Employee”
“Existing Share Option Scheme”
“Grantee”
“Group”
“HK$”
“Hong Kong”

“Latest Practicable Date”

“Listing Rules”

Bye-laws of the Company;

in respect of any particular Option, the date upon which the Option is granted in accordance with the New Share Option Scheme;

Jackin International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange;

the directors of the Company for the time being;

(a) any full-time employee and director (including non-executive director and independent non-executive director) of the Group; and (b) any part time employee with weekly working hours of 10 hours and above of the Group;

the existing share option scheme for the employees of the Company and its Subsidiaries adopted by the Company on 8 November, 1996;

any Participant who accepts an offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) the legal personal representative(s) entitled to any such Option in consequence of the death of the original Grantee;

the Company, its Subsidiaries and its Associated Companies;

Hong Kong dollars, the lawful currency of Hong Kong;

the Hong Kong Special Administrative Region of The People’s Republic of China;

26 April, 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

the Rules Governing the Listing of Securities on the Stock Exchange;

– 2 –

DEFINITIONS

“New Share Option Scheme”
“Option(s)”
“Option Period”
“Ordinary Resolution(s)”
“Participant”
“Repurchase Mandate”
“Share Issue Mandate”
“Share(s)”
“Shareholder(s)”
“Stock Exchange”

the new share option scheme proposed to be adopted by the Company pursuant to Ordinary Resolution No. 4 set out in the AGM Notice;

a right to subscribe for Shares pursuant to the terms of the New Share Option Scheme;
a period to be notified by the Board to each Grantee (provided that the period within which an Option must be exercised shall not be more than ten years commencing on the Commencement Date) subject to any restrictions as may be imposed by the Board on the exercise of an Option during the period in which an Option may be exercised;
the proposed ordinary resolution(s) set out in the AGM Notice;
any Employees, Business Associates and Trustee;
a general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in Ordinary Resolution No. 5 in the AGM Notice up to 10 per cent. of the issued share capital of the Company as at the date of passing Ordinary Resolution No. 5;
a general mandate to the Directors to exercise the power of the Company to allot and issue Shares during the period as set out in Ordinary Resolution No. 6 in the AGM Notice up to 20 per cent. of the issued share capital of the Company as at the date of passing Ordinary Resolution No. 6;
share(s) of HK$0.10 each in the capital of the Company (or of such other nominal amount as shall result from a subdivision, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);
holder(s) of Shares;

The Stock Exchange of Hong Kong Limited;

– 3 –

DEFINITIONS

“Subscription Price” the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option; “Subsidiary(ies)” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) of the Company, whether incorporated in Hong Kong or elsewhere; “Trust” any trust (whether family, discretionary or otherwise) whose beneficiaries or objects include any Employee or Business Associate of the Group; and “Trustee” the trustee of any Trust.

– 4 –

LETTER FROM THE BOARD

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JACKIN INTERNATIONAL HOLDINGS LIMITED ! " # $ % & ' ( ) * *

(Incorporated in Bermuda with limited liability)

Executive Directors:

Ms. Ho Yin King, Helena (Chairman and Managing Director) Mr. Ho Fai Keung, Jacky (Joint Deputy Chairman) Mr. Low Nyap Heng

Registered Office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Independent non-executive Directors: Mr. Li Sau Hung, Eddy Mr. Leung Ka Kui, Johnny

Principal place of Business: Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong

30 April, 2004

To the Shareholders

Dear Sir or Madam

PROPOSED RE-ELECTION OF DIRECTOR

PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND PROPOSED AMENDMENTS TO BYE-LAWS

1. INTRODUCTION

Proposed re-election of Director

At the AGM, Directors will retire by rotation in accordance with Bye-law 87 and will be eligible for re-election. A resolution will be put forward at the AGM to consider the reelection of the retiring Director.

* For identification purposes only

– 5 –

LETTER FROM THE BOARD

Adoption of a New Share Option Scheme and Termination of the Existing Share Option Scheme

The Existing Share Option Scheme was adopted by the Company and took effect with the approval of the Stock Exchange, whereupon the Board may at any time within 10 years commencing from 8 November, 1996 grant options to any participants of the Existing Share Option Scheme as the Board may in its absolute discretion determine. In view of the changes in the Listing Rules in relation to share option schemes, the Board proposes to put forward a resolution to consider and adopt the New Share Option Scheme at the AGM.

General Mandates to Repurchase Shares and to Issue Shares

At the annual general meeting of the Company held on 28 June, 2003, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue Shares. Under the terms of the Listing Rules and the resolutions granting such mandates, these general mandates will lapse at the conclusion of the next annual general meeting of the Company.

Ordinary Resolutions No. 5, No. 6 and No. 7 will therefore be proposed at the AGM to be held on Saturday, 12 June, 2004 to renew the general mandates to repurchase Shares and to issue Shares.

Amendments to the Bye-laws

In January, 2003, the Stock Exchange announced the results of the Consultation Conclusions on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues. The revised Listing Rules came into effect on 31st March, 2004.

The Board proposes to amend the Bye-laws to reflect the revised Listing Rules. Full details of the proposed amendments to the Bye-laws are set out in Appendix IV set out on page 28 of this circular and Resolution No.8 of the AGM Notice set out on pages 29 to 37 of this Circular.

Purpose

The purpose of this circular is to provide you with information regarding the proposals involving re-election of director, the adoption of the New Share Option Scheme, the termination of the Existing Share Option Scheme, the proposed renewal of the general mandates to repurchase Shares and to issue Shares and the amendments to the Bye-laws.

– 6 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTOR

In accordance with Bye-law 87, the Director retiring by rotation at the AGM will be Mr. Leung Ka Kui, Johnny who, being eligible, will offer himself for re-election. Details of the above Director are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules. A resolution will be put forward at the AGM to consider the re-election of Mr. Leung.

3. PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

Owing to the changes in the Listing Rules in relation to share option schemes, the Board considers that it is appropriate to adopt a New Share Option Scheme in replacement of the Existing Share Option Scheme so that the provisions of the New Share Option Scheme will be in line with such changes in the Listing Rules.

The Board considers that in order to encourage the Participants to perform their best in achieving the goals of the Company and its Subsidiaries and at the same time allow the Participants to enjoy the results of the Company attained through their effort and contribution, it is important that the Group should continue to provide such Participants with an additional incentive by offering them an opportunity to obtain an ownership interest in the Company and to reward them for contributing to the long term success of the business of the Group. The Board therefore proposes to recommend to the Shareholders at the AGM to approve the adoption of the New Share Option Scheme and simultaneously terminate the Existing Share Option Scheme.

It is proposed that subject to the approval of the Shareholders of the adoption of the New Share Option Scheme at the AGM, the Existing Share Option Scheme be terminated with effect from the conclusion of the AGM and the New Share Option Scheme will take effect, subject to the approval of the Stock Exchange, on the date of its adoption at the AGM. Operation of the New Share Option Scheme will commence after all the conditions precedent as referred to in paragraph 3 below have been fulfilled.

It is therefore proposed that for the benefit of the Participants, the New Share Option Scheme, a summary of the principal terms of which are set out in Appendix II hereto, be adopted at the AGM.

The Board granted the options pursuant to the Existing Share Option Scheme to participants to subscribe for a total of 36,500,000 Shares representing approximately 7.96 per cent. of the issued share capital of the Company as at the Latest Practicable Date. Save as aforesaid and up to the Latest Practicable Date, no other options have been granted to any participant. As at the Latest Practicable Date, there were outstanding option(s) to subscribe for 11,637,000 Shares; and options to subscribe for 1,475,000 Shares were lapsed and no options to subscribe for Shares were cancelled under the Existing Share Option Scheme. The Board confirms that prior to the AGM, it will not grant any further option under the Existing Share Option Scheme and there is no other share option scheme in issue.

– 7 –

LETTER FROM THE BOARD

Upon termination of the Existing Share Option Scheme, no further options may be offered but in all other respects the provisions of the Existing Share Option Scheme shall remain in force. The above outstanding options under the Existing Share Option Scheme shall continue to be subject to the provisions of the Existing Share Option Scheme and the adoption of the New Share Option Scheme will not in any way affect the terms of the grant of such outstanding options.

On the basis of the 458,308,545 Shares in issue and assuming that there is no change in the issued share capital between the period from the Latest Practicable Date to the date of the adoption of the New Share Option Scheme, the number of Shares issuable pursuant to the New Share Option Scheme on the date of its adoption will be 45,830,854 Shares, representing 10% of the Shares in issue as at the date of approval of the New Share Option Scheme.

The Directors consider that it is inappropriate to state the value of all Options that can be granted under the New Share Option Scheme on the assumption that they had been granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be determined. Such factors include the exercise period and the conditions that an Option is subject to. Accordingly, any valuation of the Options based on various speculative assumptions would not be meaningful but would be misleading to the Shareholders.

The Company will publish in the newspapers an announcement on the outcome of the AGM for the adoption of the New Share Option Scheme on the next business day following the AGM.

4. CONDITIONS PRECEDENT OF THE NEW SHARE OPTION SCHEME

The adoption of the New Share Option Scheme is subject to the following conditions:

(i) the approval of the Shareholders for the termination of the Existing Share Option Scheme;
(ii) the approval of the Shareholders for the adoption of the New Share Option Scheme;
(iii) the Stock Exchange granting approval for the listing of and permission to deal in the Shares to be issued and allotted pursuant to the exercise of the Options granted under the New Share Option Scheme; and
(iv) where required, the Bermuda Monetary Authority granting its permission for the issue of Options under the New Share Option Scheme and the new Shares to be issued upon the exercise of the subscription rights attaching to the Options.

– 8 –

LETTER FROM THE BOARD

Subject to the fulfillment of the conditions as abovementioned, the Directors will have the right to grant to the Participants Options to subscribe for Shares which when aggregated with any securities to be granted subject to any other share option schemes of the Company in issue representing up to 10 per cent. of the total number of Shares in issue as at the date of approval of the New Share Option Scheme, unless the Company obtains a fresh approval from its Shareholders to renew the 10 per cent. limit and on the basis that the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company in issue shall not exceed 30 per cent. of the issued share capital of the Company from time to time.

Application will be made to the Stock Exchange for the approval of the listing of and permission to deal in the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

Once the New Share Option Scheme is adopted, any alterations to the terms and conditions thereof, which are of a material nature, must be approved by the Stock Exchange and the Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

5. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in Ordinary Resolution No. 5 in the AGM Notice. The Shares which may be repurchased pursuant to the Repurchase Mandate are up to 10 per cent. of the issued share capital of the Company at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the Share Buyback Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix III hereto.

6. GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors the Share Issue Mandate. The Shares which may be allotted and issued pursuant to the Share Issue Mandate are up to 20 per cent. of the issued capital of the Company as at the date of passing of the resolution approving the Share Issue Mandate. In addition, an ordinary resolution will also be proposed to authorise an extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Repurchase Mandate, if granted.

– 9 –

LETTER FROM THE BOARD

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions No. 6 and No. 7 in the AGM Notice.

7. AMENDMENTS TO THE BYE-LAWS

The Listing Rules have been revised based on the results of the Consultation Conclusions on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues issued in January, 2003. The revised Listing Rules came into effect on 31st March, 2004.

The Board considers that changes to the Bye-laws should be made in line with the changes required under the revised Listing Rules.

8. ANNUAL GENERAL MEETING

On pages 29 to 37 of this circular, you will find the AGM Notice setting out the Ordinary Resolutions and special resolution which will be proposed to approve, inter alia, the adoption of the New Share Option Scheme, the termination of the Existing Share Option Scheme with effect from the conclusion of the AGM, the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the amendments to the Bye-laws.

9. RIGHT TO DEMAND POLL

Shareholders may wish to note that, under Bye-law 66, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:–

(i) by the chairman of such meeting; or
(ii) by at least three members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or
(iii) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or
(iv) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and holding shares in the Company 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 shares conferring that right.

– 10 –

LETTER FROM THE BOARD

10. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s principal place of business in Hong Kong at Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

11. DOCUMENT AVAILABLE FOR INSPECTION

A copy of the New Share Option Scheme will be available for inspection at the principal place of business of the Company in Hong Kong during normal business hours up to and including the date which is 14 days from the date of despatch of this circular.

12. RECOMMENDATION

The Directors believe that the re-election of Director, the adoption of the New Share Option Scheme, the termination of the Existing Share Option Scheme, the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the amendments to the Bye-laws are all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions set out in the AGM Notice.

Yours faithfully, By Order of the Board Ho Yin King, Helena Chairman

– 11 –

DETAILS OF DIRECTOR

APPENDIX I

The following are the particulars of the Director (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on Saturday, 12 June, 2004 :

Mr. Leung Ka Kui, Johnny, aged 47, is an independent non-executive director of the Company. Mr. Leung was appointed independent non-executive director of the Company since January, 2000. Mr. Leung graduated from the University of London with a Bachelor of Laws. He is a qualified solicitor in Hong Kong, England & Wales and Singapore, and is a Notary Public and China Appointed Attesting Officer. He has over 19 years of experience in legal field and is the senior partner of Messrs. Johnny K.K. Leung & Co., Solicitors & Notaries. His emoluments under the proposed service contract comprise an annual salary of HK$200,000.00. His emoluments are determined by reference to his duties and responsibilities with the Company and the Company’s remuneration policy and after considering the market emoluments for the independent non-executive directors of other listed companies. Mr. Leung is independent of the directors, chief executive, substantial shareholders of the Company or an associate of any of them. Mr. Leung does not have any interest in the Shares within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong).

– 12 –

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

1. RESPONSIBILITY STATEMENT

This document includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained herein the omission of which would make any statement contained in this document misleading.

2. SUMMARY OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the rules of the New Share Option Scheme to be adopted at the AGM:

(a) The purpose of the New Share Option Scheme is to encourage the Participants to perform their best in achieving the goals of the Group and at the same time allow the Participants to enjoy the results of the Company attained through their efforts and contributions.
(b) The New Share Option Scheme is conditional upon (i) the approval of the Shareholders for the termination of the Existing Share Option Scheme, (ii) the approval of the Shareholders for the adoption of the New Share Option Scheme, (iii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, any Shares to be issued pursuant to the exercise of Options under the New Share Option Scheme.
(c) The Board of the Company may, at its discretion, invite any Participant to take up Options. An offer of the Option is deemed to have been accepted by the Grantee upon his or her signing the duplicate letter comprising acceptance of the offer of the Option and paying HK$1.00 by way of consideration for the grant thereof. The Subscription Price for Shares is calculated in accordance with sub-paragraph (d) below.
(d) The Subscription Price for Shares under the New Share Option Scheme will be the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date on which an Option is offered which date must be a business day, (ii) a price being the average of the closing prices of the Shares as stated in the Stock Exchange’s daily quotations sheet on the five business days immediately preceding the date on which an Option is offered, and (iii) the nominal value of a Share.

– 13 –

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(e) (i) Subject to (iv) below, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 10 per cent. of the total number of Shares in issue as at the date of approval of the New Share Option Scheme unless the Company obtains a fresh approval from the Shareholders pursuant to (ii) below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating such 10 per cent. limit.
(ii) Subject to (iv) below, the Company may seek approval of the Shareholders in general meeting to renew the 10 per cent. limit set out in (i) above such that the total number of Shares in respect of which Options may be granted under the New Share Option Scheme or any other share option schemes of the Company in issue shall not exceed 10 per cent. of the total number of Shares in issue as at the date of approval to renew such limit. Options previously granted under the New Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme or exercised options) will not be counted for the purpose of calculating such 10 per cent. renewed limit.
(iii) Subject to (iv) below, the Company may grant Options to specified Participant(s) beyond the 10 per cent. limit if the grant of such Options is specifically approved by the Shareholders in general meeting. In such case, the Company shall send a circular to its Shareholders containing, amongst other terms, a generic description of the specified Participant(s) whom such Options are to be granted to, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participant(s) and an explanation as to how these Options serve such purpose.
(iv) Notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30 per cent. (or such higher percentage as may be allowed under the Listing Rules) of the total number of Shares in issue from time to time. No option may be granted under the New Share Option Scheme if this will result in the limit being exceeded.

– 14 –

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(f) Subject to the provision of the New Share Option Scheme, the Board may at its discretion when offering the grant of an Option imposes any conditions, restrictions or limitations in relation thereto as it may think fit.
(g) (i) The maximum entitlement for any one Participant is that the total number of Shares issued and to be issued upon exercise of Options granted to each Participant (including exercised, cancelled and outstanding Options) in any 12-month period shall not exceed one per cent. of the total number of Shares in issue.
(ii) Any further grant of Options in excess of the one per cent. limit shall be subject to Shareholders’ approval with such Participant and his or her associates (has the meaning as ascribed under the Listing Rules) abstaining from voting. The number and terms of the Options to be granted to such Participants shall be fixed before Shareholders’ approval and the date of the Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price. A circular containing all the terms as required under Rule 17.03(4) of the Listing Rules shall be sent to the Shareholders.
(h) (i) Any grant of Options to a Participant who is a director, chief executive or substantial shareholder (all with the meaning as ascribed under the Listing Rules) of the Company or their respective associates (within the meaning as ascribed under the Listing Rules) must be approved by the independent non-executive directors of the Company (excluding such independent non-executive director who is the Grantee).
(ii) Where the Board proposes to grant any Option to a Participant who is a substantial shareholder of the Company or an independent non-executive Director or any of their respective associates (within the meaning as ascribed under the Listing Rules) would result in the Shares issued and to be issued upon exercise of all Options already granted (including Options exercised, cancelled and outstanding) to him or her in the 12month period up to and including the date of such grant:
- (1) representing in aggregate more than 0.1 per cent. of the relevant class of securities of the Company in issue at the date of such grant; and

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(2) having an aggregate value, based on the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant of the relevant Options in the 12-month period as aforesaid and if any of such date is not a trading day, the trading day immediately preceding such date, in excess of HK$5,000,000,

such proposed grant of Options must be approved by the Shareholders in general meeting with all connected persons (within the meaning as ascribed under the Listing Rules) of the Company abstaining from voting (except where any connected person may vote against the relevant resolution). Any vote taken at the meeting to approve the grant of such Options must be taken on a poll. A circular containing all the terms including the intention of the connected persons for voting against the resolution shall be sent to the Shareholders.

(i) An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during the Option Period after the Option has been granted by the Board. An Option Period is a period to be determined by the Board in its absolute discretion and notified by the Board to each Grantee as being the period during which an Option may be exercised, such period to expire not later than 10 years after the date of the grant of the Option.
(j) There is no minimum period for an Option must be held and no performance target is needed to be achieved by the Grantee before Options can be exercised.
(k) An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.
(l) In the case where the Grantee is an Employee, if the Employee ceases to be an employee or a director of the Group for any reason other than on his or her death or the termination of his or her employment or directorship on one or more of the grounds specified in paragraph 8(iv) of the New Share Option Scheme, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent he or she is entitled to exercise at the date of cessation but not already exercised) within the period of 9 months (or such longer period as the Board may determine) following the date of such cessation,

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

which date shall be the last actual working day with the relevant company in the Group whether salary is paid in lieu of notice or not or the last date of appointment as director of the relevant company in the Group, as the case may be, failing which it will lapse.

(m) In the case (1) where the Grantee is a Business Associate who is an advisor or consultant to the Group under a fixed term contract, if the Grantee ceases to be a Business Associate by reason of termination or expiry of the term of the relevant fixed term contract without any extension or renewal by the Group for reasons other than (i) on one or more of the grounds specified in paragraph 8 (iv) of the New Share Option Scheme, or (ii) on his or her death if the Business Associate is a natural person, or (2) where the Grantee is a Business Associate who is an advisor or consultant to the Group not under any fixed term contract, if the Grantee ceases to be a Business Associate by reason of the Grantee ceasing to provide any further advisory or consultancy services to the Group as may be determined by the Board and notified to such Business Associate in writing within one year after the provision of its last services to the Group for reasons other than (i) on one or more of the grounds specified in paragraph 8 (iv) of the New Share Option Scheme, or (ii) on his or her death if the Business Associate is a natural person, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent he or she is entitled to exercise at the date of cessation but not already exercised) within the period of 9 months (or such longer period as the Board may determine) following the date of such cessation, which date shall, in the case of (1) above, be the date of expiry of the relevant fixed term contract; and in the case of (2) above, be the date of the aforesaid written notification to the Business Associate failing which it will lapse.
(n) In the case where the Grantee is a Trustee and where the relevant beneficiary of the Trust is an Employee, and such Employee ceases to be an Employee in the manner as referred to in paragraph 7.3(i)(a) of the New Share Option Scheme, the Grantee shall be entitled to exercise the Option in accordance with the provisions of paragraph 7.3(i)(a) of the New Share Option Scheme, failing which it will lapse.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(o) In the case where the Grantee is a Trustee and where the relevant beneficiary of the Trust is a Business Associate, such Business Associate ceases to be a Business Associate in the manner as referred to in paragraph 7.3(i)(b) of the New Share Option Scheme, the Grantee shall be entitled to exercise the Option in accordance with the provisions of paragraph 7.3(i)(b) of the New Share Option Scheme, failing which it will lapse.
(p) In the case where the Grantee is an Employee or a Business Associate (in each case, being an individual) dies before exercising the Option in full and none of the events specified in paragraph 8(iv) of the New Share Option Scheme arises, the personal representative(s) of the Grantee shall be entitled within a period of 12 months, or such longer period as the Board may determine from the date of death, to exercise the Option up to the entitlement of such Grantee at the date of death (to the extent not already exercised), failing which it will lapse.
(q) In the case where the Grantee is a Trustee and where the relevant beneficiary of the Trust is an Employee or a Business Associate, and such Employee or Business Associate (in each case, being an individual) dies, the Grantee shall be entitled to exercise the Option in accordance with the provisions of paragraph 7.3(ii)(a) of the New Share Option Scheme, failing which it will lapse.
(r) If a general offer by way of take-over is made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) with the terms of the offer having been approved by the holders of not less than nine-tenths in value of the Shares comprised in the offer within four months from the date of the offer and the offeror thereafter gives a notice to acquire the remaining Shares, the Grantee (or where appropriate, his or her legal personal representatives) shall be entitled to exercise the Option in full (to the extent not already exercised) even though the Option Period has not come into effect during the occurrence of the general offer within 21 days after the date of such notice by the offeror.
(s) If a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice to the Grantee on the same date as it dispatches the notice to each member or creditor of the Company summoning the meeting to consider such a compromise or arrangement, and thereupon the Grantee (or his or her personal representative(s)) may until the expiry of the

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

period commencing with such date and ending with the earlier of the date two months thereafter and the date on which such compromise or arrangement is sanctioned by the Court, provided that the relevant Options are not subject to a term or condition precedent to them being exercisable which has not been fulfilled, exercise any of his or her Options whether in full or in part, but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. Upon such compromise or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the Scheme. The Company may require the Grantee (or his or her personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

(t) In the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee (or his or her legal representatives) may by notice in writing to the Company (such notice to be received by the Company not later than four business days prior to the proposed shareholders’ meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholders’ meeting, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise.
(u) In the event that the Grantee:
(a) being an Employee, is an employee or a director of a Subsidiary or an Associated Company; or
(b) being a Business Associate who is an advisor or consultant, provides advisory or consultancy services to a Subsidiary or an Associated Company; or

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(c) being a Business Associate who has contributed to the Group, the contribution is to a Subsidiary or an Associated Company; or
(d) being the Trustee and the relevant beneficiary of the Trust is any of (a), (b) or (c) above;

and the shares in such subsidiary (or in any other Subsidiary which is a holding company of such subsidiary) or shares in such Associated Company (or in any other Associated Company which is a holding company of such Associated Company) shall be listed on, or become publicly traded on any recognised stock exchange, the Company may, if the Board considers it appropriate, give notices to the Grantee requiring the Grantee to exercise the Option (to the extent not already exercised) to its full extent specified in such notice and on such other terms as to exercise period, etc. as the Board shall decide.

(v) The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the bye-laws of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment of the relevant Shares other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment of the relevant Shares.
(w) In the event of an alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalization issue, rights issue, sub-division or consolidation of Shares, or reduction of capital, or otherwise howsoever in accordance with the legal requirements and requirements of the Stock Exchange, such corresponding adjustment (if any) certified in writing by the Auditors to be in their opinion as fair and reasonable will be made in the number of Shares subject to the Option so far as unexercised and/or the subscription price, provided that no such adjustment shall be made so that a Share would be issued at less than its nominal value or which would give a Grantee a different proportion of the issued share capital of the Company as that to which he or she was previously entitled. No alteration shall be made if (1) any alteration in the capital structure of the Company is the result of an issue of Shares pursuant to, or in connection with, any share option scheme, share appreciation rights scheme or any arrangement for remunerating or

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

incentivising any Employee, consultant or adviser to the Company or any Employee, consultant or adviser to the Group or (2) dividends are paid out of the net profits attributable to its Shareholders for each financial year of the Company.

(x) The New Share Option Scheme shall be valid and effective for a period of ten years commencing on the Adoption Date after which period no further Options will be granted but the provisions of the New Share Option Scheme shall in all other respects remain in full force and effect and Options which are granted during the life of the New Share Option Scheme may continue to be exercisable in accordance with their terms of issue.
(y) The Board may by resolution at any time at its discretion cancel any Option granted but not exercised.

Under Rule 17.03(14) of the Listing Rules, where a listed issuer cancels options and issues new ones to the same option holder, the issue of such new options may only be made under a scheme with available unissued options (excluding the cancelled options) within the limit approved by shareholders as mentioned in note (1) to Rule 17.03(3) of the Listing Rules.

(z) The Company by resolution in general meeting may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme in relation to any outstanding Options shall remain in full force and effect.
(aa) An Option shall lapse automatically (to the extent not already exercised) on the earliest of:
(i) the expiry of the Option Period (subject to the provisions of Clause 4.1 of the New Share Option Scheme);
(ii) the expiry of the periods referred to in sub-paragraph 7.3(i), (ii), (iii) or (vi) of the New Share Option Scheme (that is, paragraphs (l), (m), (n), (o), (p), (q), (r) and (u) set out in pages 17, 18 and 20 hereof);

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(iii) subject to the scheme of arrangement or scheme for reconstruction or amalgamation becoming effective, the expiry of the period referred to in paragraph 7.3(iv) of the New Share Option Scheme;
(iv) the date on which:
(a) the Grantee being an Employee, ceases to be an employee or director of the Group by reason of the termination of his or her employment or directorship on the grounds that he or she has been guilty of misconduct, or appears either to be unable to pay or have no reasonable prospect to be able to pay debts, or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty; or
(b) the Grantee being a Business Associate who is an advisor or consultant to the Group, and the Business Associate is under any contract with the Group, such contract is terminated by reason of breach of contract on the part of the Business Associate; or
(c) the Grantee being a Business Associate, appears either to be unable to pay or have no reasonable prospect to be able to pay debts, or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or ceases or threaten to cease to carry on its business, or is wound up, or has an administrator or liquidator being appointed for the whole or any part of its undertaking or assets; or has been convicted of any criminal offence involving integrity or honesty; or
(d) the Grantee being a Trustee, the relevant beneficiary being an Employee or a Business Associate, any one of the events referred to in (a) to (c) above occurs to such beneficiary;

provided that whether any one or more of the events specified in the above occur in relation to a Grantee shall be solely and conclusively determined by the Board;

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(v) the close of 4 business days prior to the shareholders’ meeting of the Company held for the purpose of approving the voluntary winding-up of the Company or the date of the commencement of the winding-up of the Company; and
(vi) the date on which the Option is cancelled by the Board as provided in sub-paragraph 7.6 of the New Share Option Scheme.
(bb) The provisions of the New Share Option Scheme may be altered in any respect by resolution of the Board except that the definitions of “Grantee”, “Option Period” and “Participant” in sub-paragraph 1.1 and the provisions of subparagraphs 2, 4.1, 5.1, 5.2, 5.3 and paragraphs 6, 7, 8, 9, 10, 13 and 14 thereof cannot be altered to the advantage of the Grantees or prospective Grantees without the prior approval of the Shareholders in general meeting. Any alteration to the terms and conditions of the New Share Option Scheme, which is of a material nature, must be approved by the Stock Exchange and shareholders of the Company, except where such alterations take effect automatically under the existing terms of the New Share Option Scheme. Any amendment or alteration to the terms and conditions of the New Share Option Scheme shall comply with Chapter 17 of the Listing Rules.

– 23 –

EXPLANATORY STATEMENT

APPENDIX III

This appendix serves as an explanatory statement, as required by the Share Buyback Rules, to provide information to the Shareholders with regard to the Repurchase Mandate to enable them to make an informed decision as to whether to vote in favour of the Repurchase Mandate. For the purpose of this appendix, the term “Shares” shall mean shares of all classes and securities which carry a right to subscribe for or purchase shares.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 458,308,545 Shares.

Subject to the passing of Ordinary Resolution No. 5 set out in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 45,830,854 Shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association and bye-laws of the Company and the applicable laws of Bermuda and the Listing Rules. Under Bermuda law, the amount of capital to be repaid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares or the funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on a repurchase may only be paid out of the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company.

The Directors at present have not decided which proposed source of funding is to be used when the Repurchase Mandate is exercised.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated accounts contained in the annual report for the year ended 31 December, 2003 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the

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EXPLANATORY STATEMENT

APPENDIX III

Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest traded prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months before the date of this circular were as follows:

	Shares
	Highest	Lowest
	Price	Price
	HK$	HK$
2003
April	0.210	0.151
May	0.200	0.150
June	0.222	0.170
July	0.460	0.182
August	0.435	0.340
September	0.510	0.350
October	0.415	0.300
November	0.390	0.300
December	0.350	0.285
2004
January	0.375	0.295
February	0.400	0.315
March	0.340	0.280

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to Ordinary Resolution No. 5 set out in the AGM Notice in accordance with the Listing Rules, the applicable laws of Bermuda and the Bye-laws.

– 25 –

EXPLANATORY STATEMENT

APPENDIX III

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. TAKEOVER CODE

If as a result of a share repurchase, a shareholder’s proportionate interest in the voting capital of the Company increases, such interest will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”) and, if such increase results in a change in control, may in certain circumstances give rise to an obligation to make a general offer for shares under Rule 26 of the Takeover Code.

Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Ms. Ho Yin King, Helena and Mr. Ho Fai Keung, Jacky, Directors of the Company, were in aggregate interested in 138,162,000 Shares representing 30.15% of the total issued share capital of the Company. In the event that the Directors exercise in full the Repurchase Mandate and no further Shares will be issued during the proposed repurchase period, the interest in Shares of the aforesaid Directors would increase to 33.5% of the total issued share capital of the Company. The Directors consider that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. Ms. Ho Yin King, Helena, Mr. Ho Fai Keung, Jacky, Ms. Ho Yat Wah, Hermia, Mr. Ho Fai Sing, Alfred and Ms. Ho Wai Chun were deemed to be parties acting in concert under the Takeover Code (the “Deemed Concert Group”). As at the Latest Practicable Date, the Deemed Concert Group were in aggregate interested in 198,280,000 Shares representing 43.26% of the total issued share capital of the Company. In the event that the Directors exercise in full the Repurchase Mandate and no further Shares will be issued during the proposed repurchase period, the interest in Shares of the Deemed Concert Group would increase to 48.07% of the total issued share capital of the Company. The Directors consider that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. However, the Company considers that only some of the parties to the Deemed Concert Group may be (or even may not be) persons who actively co-operate to obtain or consolidate control of the Company. The Directors have no present intention to exercise the proposed repurchase mandate to such an extent as would result in takeover obligations.

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EXPLANATORY STATEMENT

APPENDIX III

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the 6 months preceding the date of this circular.

– 27 –

AMENDMENTS TO THE BYE-LAWS

APPENDIX IV

This appendix sets out the proposed amendments to the Bye-laws to incorporate the changes that will be required under the revised Listing Rules.

BYE-LAW 1 – INTERPRETATION

New definition of “associate” will be added after the definition of “Act” in Bye-law 1 as follows :

““associate” the meaning attributed to it in the rules of the Designated Stock Exchange.”

The words “a recognized clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong or” in the definition of “clearing house” in Bye-law 1 will be deleted.

BYE-LAW 76 – VOTING NOT COUNTED

Under the revised Listing Rules, the articles of association or bye-laws of a listed company must provide that where any shareholder is subject to voting restrictions under the Listing Rules, any votes cast by or on behalf of such shareholder in contravention of such restriction shall not be counted. A new paragraph will be added to Bye-law 76 as follows :

The existing Bye-law 76 will be re-numbered as Bye-law 76(1).

A new paragraph will be added after Bye-law 76(1) as new Bye-law 76(2) as follows :

“(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”

BYE-LAW 88 – NOTICES TO BE GIVEN WHEN PERSON PROPOSED FOR ELECTION

Bye-law 88 will be amended to specify the minimum length of period of at least 7 days for the giving of notice of nomination of director by shareholder and notice by the person proposed for election of his willingness to be elected, which will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

BYE-LAW 103 – DIRECTORS MAY CONTRACT WITH THE COMPANY

Bye-law 103 will be amended to provide that the Directors shall not vote for transactions in which they or their associates have a material interest (subject to certain exemptions).

– 28 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [162 x 34] intentionally omitted <==

JACKIN INTERNATIONAL HOLDINGS LIMITED ! " # $ % & ' ( ) * *

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Conference Room, 20/F., Regency Centre, Phase I, 39 Wong Chuk Hang Road, Hong Kong on Saturday, 12 June, 2004 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without modifications:

As ordinary business:

To receive and adopt the Audited Financial Statements of the Company and the Reports of the Directors and of the Auditors for the year ended 31 December 2003.
To re-elect the retiring Director and to authorise the Board of Directors to fix the Directors’ remuneration.
To re-appoint Messrs. Deloitte Touche Tohmatsu as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

As special business:

ORDINARY RESOLUTIONS

“ THAT :
(a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting approval of the listing of, and permission to deal in, shares of the Company (the “Shares”) to be issued pursuant to the exercise of any options under the share option scheme of the Company (the “New Share Option Scheme”), the rules of which are contained in the document marked “A” produced to the meeting and for the purposes of identification signed by the Chairman thereof, the New Share Option Scheme be and is hereby approved and adopted and the board of directors of the Company be and is hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in

* For identification purposes only

– 29 –

NOTICE OF ANNUAL GENERAL MEETING

order to give full effect to the New Share Option Scheme including but without limitation:

(i) to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for Shares;
(ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;
(iii) to issue and allot from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme;
(iv) to make application at the appropriate time or times to the Stock Exchange; and any other stock exchange upon which the issued Shares may for the time being be listed, for listing of and permission to deal in any Shares which may from time to time be issued and allotted pursuant to the exercise of the options under the New Share Option Scheme; and
(v) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme; and
(b) the existing share option scheme (the “Existing Share Option Scheme”) for the employees of the Company and its subsidiaries (including any executive director of the Company and its subsidiaries) which was adopted by the shareholders of the Company on 8 November, 1996 be and is hereby terminated with immediate effect (without prejudice to the rights and benefits of and attached to any outstanding options which have been granted under the Existing Share Option Scheme prior to the date of the passing of this resolution).”

– 30 –

NOTICE OF ANNUAL GENERAL MEETING

“ THAT :
(a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (“the Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(c) for the purposes 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 law or its bye-laws to be held; and
- (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”
“ THAT :
(a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

– 31 –

NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted 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 of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Right Issue (as hereinafter defined) or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company or (iii) the exercise of options 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 of shares or rights to acquire shares of the Company or (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 of the Company in accordance with the bye-laws of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes 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 law or its bye-laws to be held; and
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate such other securities) (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

“ THAT subject to the passing of resolutions Nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to resolution No. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 5 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution.”

SPECIAL RESOLUTION

“ THAT the Bye-laws be amended as follows:
(a) by inserting the definition of “associate” after the definition of “Act” in Byelaw 1:
- ““associate” the meaning attributed to it in the rules of the Designated Stock Exchange.”
(b) by deleting the words “a recognized clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong or” in the definition of “clearing house” in Bye-law 1.
(c) by re-numbering existing Bye-law 76 as Bye-law 76(1):

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NOTICE OF ANNUAL GENERAL MEETING

(d) by inserting the following immediately after Bye-law 76(1) as new Bye-law 76 (2):

“(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”

(e) by deleting the words “not less than seven (7) days before the date appointed for the meeting there shall have been lodged at the Office or at the head office” in the first sentence of Bye-law 88 and inserting the following wording at the end of Bye-law 88:

“shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

(f ) by deleting the existing Bye-law 103 in its entirety and replacing therewith the following new Bye-law 103:

“103(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associate(s) is/are materially interested, but this prohibition shall not apply to any of the following matters namely:

(i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associate(s) or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any contract or arrangement for the giving of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

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NOTICE OF ANNUAL GENERAL MEETING

(iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which the Director or his associate(s) is/ are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder other than a company in which the Director and/or his associate(s) is/are beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or any third company through which his interest or that of any of his associates is derived); or
(vi) any proposal concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to the Director, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded to the employees to which such scheme or fund relates;
(2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

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NOTICE OF ANNUAL GENERAL MEETING

(3) Where a company in which a Director and/or his associate(s) holds five (5) per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.
(4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.””

By Order of the Board Ho Yin King, Helena Chairman

30 April, 2004

Principal place of business:

Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
Where there are joint registered holders of any share, any one of such persons may vote at any 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 be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
A form of proxy for use at the annual general meeting is enclosed herewith.
The form of proxy and the power of attorney of other authority, if any, under which it is signed or a certified copy of such power of authority must be lodged at the Company’s Hong Kong principal place of business in Hong Kong at Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, not less than 48 hours before the time appointed for holding the annual general meeting or adjourned meeting (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the annual general meeting or at any adjourned meeting (as the case may be) should they so wish.

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AI assistant

ICO Group Limited — AGM Information 2004

49938_rns_2004-05-03_7d3f965b-8637-4ff1-8ba1-7e8eb6d15bd0.pdf

JACKIN INTERNATIONAL HOLDINGS LIMITED * **! " # $ % & ' ( ) ***

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

**JACKIN INTERNATIONAL HOLDINGS LIMITED ! " # $ % & ' ( ) *** *

PROPOSED RE-ELECTION OF DIRECTOR

1. INTRODUCTION

Proposed re-election of Director

LETTER FROM THE BOARD

Adoption of a New Share Option Scheme and Termination of the Existing Share Option Scheme

General Mandates to Repurchase Shares and to Issue Shares

Amendments to the Bye-laws

Purpose

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTOR

3. PROPOSED ADOPTION OF A NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

LETTER FROM THE BOARD

4. CONDITIONS PRECEDENT OF THE NEW SHARE OPTION SCHEME

LETTER FROM THE BOARD

5. GENERAL MANDATE TO REPURCHASE SHARES

6. GENERAL MANDATE TO ISSUE SHARES

7. AMENDMENTS TO THE BYE-LAWS

8. ANNUAL GENERAL MEETING

9. RIGHT TO DEMAND POLL

LETTER FROM THE BOARD

10. ACTION TO BE TAKEN

11. DOCUMENT AVAILABLE FOR INSPECTION

12. RECOMMENDATION

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

1. RESPONSIBILITY STATEMENT

2. SUMMARY OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

1. SHARE CAPITAL

2. REASONS FOR REPURCHASE

3. FUNDING OF REPURCHASE

4. SHARE PRICES

5. UNDERTAKING

6. TAKEOVER CODE

7. SHARE REPURCHASE MADE BY THE COMPANY

BYE-LAW 1 – INTERPRETATION

BYE-LAW 76 – VOTING NOT COUNTED

BYE-LAW 88 – NOTICES TO BE GIVEN WHEN PERSON PROPOSED FOR ELECTION

BYE-LAW 103 – DIRECTORS MAY CONTRACT WITH THE COMPANY

NOTICE OF ANNUAL GENERAL MEETING

**JACKIN INTERNATIONAL HOLDINGS LIMITED ! " # $ % & ' ( ) *** *

ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

NOTICE OF ANNUAL GENERAL MEETING

More from ICO Group Limited

ICO Group Limited AGM Information 2004

JACKIN INTERNATIONAL HOLDINGS LIMITED * ! " # $ % & ' ( ) *

JACKIN INTERNATIONAL HOLDINGS LIMITED ! " # $ % & ' ( ) * *

JACKIN INTERNATIONAL HOLDINGS LIMITED ! " # $ % & ' ( ) * *