ICO Group Limited — AGM Information 2004

Apr 30, 2004

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JACKIN INTERNATIONAL HOLDINGS LIMITED 輝影國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 630)

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Company proposes to amend its Bye-laws in accordance with the revised Listing Rules which came into effect on 31 March, 2004.

The proposed amendments to the Bye-laws of the Company are subject to the approval of the shareholders of the Company by way of special resolution at the AGM.

A circular containing details of the proposed amendments to the Bye-laws and notice of AGM together with the proxy form will be despatched to the holders of shares of the Company on or about 30 April, 2004. Shareholders may also view and download the circular from the website of the Stock Exchange at www.hkex.com.hk.

1. PROPOSED AMENDMENTS TO THE BYE-LAWS

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has revised the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) based on the results of the “Consultation Conclusions on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues”, which became effective on 31 March, 2004. Jackin International Holdings Limited (the “Company”) proposes to amend certain provisions of the bye-laws of the Company (the “Bye-laws”) to reflect the new changes in the Listing Rules.

The Company proposes to amend its Bye-laws in accordance with the revised Listing Rules. The amendments to the Bye-laws include, inter alia, incorporation of definition of “associate”, revising the definition of “clearing house”, voting restrictions of interested shareholders at general meeting of the Company, time period of a candidate to indicate his willingness to be nominated as a director and restriction on the voting rights of interested directors on matter where the director or his associate has a material interest (subject to certain exemptions). Details of the amendments to the Bye-laws will be set out in the circular of the Company to be dispatched to shareholders of the Company on

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JACKIN INTERNATIONAL HOLDINGS LIMITED – Announcement

30 April 2004

or about 30 April, 2004. The full text of the proposed special resolution to amend the Bye-laws as set out in the notice of AGM (as defined hereinbelow) will also be included in the circular. Shareholders may also view and download the circular from the website of the Stock Exchange at www.hkex.com.hk.

2. ANNUAL GENERAL MEETING

The proposed amendments to the Bye-laws are subject to the approval of the shareholders of the Company by way of special resolution at the annual general meeting of the Company for the year ended 31st December, 2003 (the “AGM”). The AGM 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..

3. GENERAL

A circular containing, inter alia, details of the proposed amendments to the Bye-laws and notice of AGM together with the proxy form will be despatched to the holders of shares of the Company on or about 30 April, 2004.

As at the date of this announcement, the board of directors of the Company comprise the following directors:–

Ms. Ho Yin King, Helena Mr. Ho Fai Keung, Jacky Mr. Low Nyap Heng Mr. Li Sau Hung, Eddy** Mr. Leung Ka Kui, Johnny**

** independent non-executive directors

By order of the board of directors of

Jackin International Holdings Limited Ho Yin King, Helena Chairman

Hong Kong, 30 April 2004

• for identification purpose only

Please also refer to the published version of this announcement in China Daily.

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JACKIN INTERNATIONAL HOLDINGS LIMITED – Announcement

30 April 2004