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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of JACKIN INTERNATIONAL HOLDINGS LIMITED (the “Company”) will be held at Conference Room, 20/F., Regency Centre, Phase I, 39 Wong Chuk Hang Road, Hong Kong on Saturday, the 12th day of June, 2004 at 9:00 a.m. for the following purposes:

As ordinary business:

1. 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.

2. To re-elect the retiring Director and to authorise the Board of Directors to fix the Directors’ remuneration.

3. 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:

1. To terminate the existing share option scheme and to adopt the new share option scheme of the Company.

2. To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital.

3. To grant a general mandate to the Directors to issue additional shares not exceeding 20% of the issued share capital.

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JACKIN INTERNATIONAL HOLDINGS LIMITED – Announcement

30 April, 2004

1. To extend the general mandate under item 6 hereof by increasing the number of shares permitted to be issued equivalent to the number of shares repurchased under item 5 hereof.

2. To amend existing Bye-laws 1, 76, 88 and 103 of the Bye-laws of the Company by way of special resolution.

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

Notes:

1. This is a summary of the full text of the notice of the Annual General Meeting. The full text of Resolutions 4 to 8 is set out in the notice of Annual General Meeting which is included in the circular in respect of, inter alia, the proposals involving the adoption of new share option scheme and termination of existing share option scheme and the amendments to the Bye-laws of the Company to be dispatched to shareholders of the Company on or about 30 April, 2004 (the “Circular”). The Circular can also be viewed and downloaded from the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on behalf of him. A proxy need not be a member of the Company.

3. To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with 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 meeting or any adjournment thereof.

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JACKIN INTERNATIONAL HOLDINGS LIMITED – Announcement

30 April, 2004

1. With regard to item 4, the directors of the Company wish 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 changes in the Listing Rules. Details of the New Share Option Scheme are contained in the Circular.

2. With regard to item 5, the directors of the Company wish to draw the attention of the shareholders to the Circular which summarises the more important provisions of the Listing Rules relating to the repurchase of securities on the Stock Exchange by a company and will be dispatched to the shareholders. The present general mandate to repurchase securities given by the shareholders will expire at the forthcoming annual general meeting of the Company and, accordingly, a renewal of that general mandate is now being sought.

3. With regard to item 6, the directors of the Company wish to state that, currently, they have no plans to issue any additional new shares of the Company. The present general mandate to issue shares given by the shareholders will expire at the forthcoming annual general meeting of the Company and, accordingly, a renewal of that general mandate is now being sought.

4. The purpose of item 8 is to bring the Bye-laws of the Company (the “Bye-laws”) in line with certain changes to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited which came into effect on 31st March, 2004. The brief descriptions of the proposed amendments to the Bye-laws are set out as follows:–

   • Bye-law 1 : To incorporate the definition of “associate” and to amend the definition of “clearing house”

   • Bye-law 76 : To restrict the voting rights of interested shareholders at general meeting of the Company

   • Bye-law 88 : To limit the time period of a candidate to indicate his willingness to be nominated as a director

   • Bye-law 103 : To restrict the voting rights of interested directors on matters where he or any of his associates has material interest (subject to certain exemptions)

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JACKIN INTERNATIONAL HOLDINGS LIMITED – Announcement

30 April, 2004

1. As at the date of this notice, 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

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