ICO Group Limited — AGM Information 2005

Jun 1, 2005

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 輝影國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

RE-ELECTION OF DIRECTORS GENERAL MANDATE TO ISSUE SHARES AND

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE NEW SHARE OPTION SCHEME

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, 25 June 2005 at 9:00 a.m. is set out on pages 12 to 15 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.

1 June 2005

* For identification purpose only

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Refreshment of the 10% general limit on grant of
	options under the new share option scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Right to demand poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix	– Details of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

“AGM”

the Annual General Meeting of the Company to be held on Saturday, 25 June 2005 at 9:00 a.m.;

• “AGM Notice”

the notice convening the AGM as set out on pages 12 to 15 of this circular;

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

• “Bye-laws” Bye-laws of the Company; “Company” Jackin International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange;

• “Director(s)” the director(s) of the Company for the time being;

“Existing Scheme” the new share option scheme adopted by the Company on 12 June 2004;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

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

• “Latest Practicable Date” 27 May 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

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

“Old Scheme” the share option scheme adopted by the Company on 8 November 1996 and terminated by the Shareholders on 12 June 2004;

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DEFINITIONS

• “Ordinary Resolutions” the proposed ordinary resolutions set out in the AGM Notice;

• “Participants” any Employees, Business Associates and Trustee under the Existing Scheme;

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Share Issue Mandate” 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. 4 in the AGM Notice up to 20% of the issued share capital of the Company as at the date of passing Ordinary Resolution No. 4;

• “Share(s)” 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);

• “Shareholder(s)” holder(s) of Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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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)

Executive Directors:

Ms. Ho Yin King, Helena (Chairman and Managing Director) Mr. Ho Fai Keung, Jacky (Deputy Chairman) Mr. Low Nyap Heng Mr. Cheung Sze Ming Ms. Lo Suk King Mr. Lai Kam Hung

Independent non-executive Directors:

Mr. Li Sau Hung, Eddy Mr. Leung Ka Kui, Johnny Mr. Chan Kam Kwan, Jason

Registered office:

Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

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

1 June 2005

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS GENERAL MANDATE TO ISSUE SHARES AND

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE NEW SHARE OPTION SCHEME

1. INTRODUCTION

The purpose of this circular is to provide you with details regarding the proposals involving the re-election of Directors at the AGM, the general mandate to issue Shares, and the refreshment of the 10% general limit on grant of options under the Existing Scheme.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

In accordance with Bye-laws 86 and 87, the Directors retiring by rotation at the AGM will be Mr. Chan Kam Kwan, Jason, Mr. Cheung Sze Ming, Ms. Lo Suk King, Mr. Lai Kam Hung and Mr. Ho Fai Keung, Jacky, who being eligible, will offer themselves for re-election. Details of the above Directors are set out in the Appendix to this circular in accordance with the relevant requirements of the Listing Rules. Resolutions will be put forward at the AGM to consider the reelection of the retiring directors.

3. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 12 June 2004, 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.

The Directors having considered the impact that the repurchase of Shares may have on the Company, intend to renew only the 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% of the issued capital of the Company as at the date of passing of the resolution approving the Share Issue Mandate.

Details of the Share Issue Mandate are set out in Ordinary Resolution No. 4 in the AGM Notice.

4. REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE NEW SHARE OPTION SCHEME

The Company adopted the Existing Scheme on 12 June 2004 in compliance with the amendments to the Listing Rules in respect of the share option scheme of a listed company.

As at the Latest Practicable Date, the 10% general limit on grant of options under the Existing Scheme has been near depletion. The Directors propose to refresh the 10% general limit on grant of options under the Existing Scheme so that the Company would be able to grant further options to the Participants under the Existing Scheme to motivate the Participants to perform their best in achieving the goals of the Group.

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LETTER FROM THE BOARD

Under the rules of the Existing Scheme:

• (1) the total number of Shares which may be issued upon exercise of all options to be granted under the Existing Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the total number of Shares in issue as at the date of approval of the Existing Scheme (“Scheme Mandate Limit”);

• (2) the Scheme Mandate Limit may be renewed by obtaining approval of the Shareholders in general meeting such that the total number of Shares in respect of which options may be granted by the Board under the Existing Scheme and any other share option schemes of the Company in issue shall not exceed 10% of the total number of Shares in issue as at the date of approval of the renewed limit. Options previously granted under the Existing Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the Existing Scheme or exercised options) will not be counted for the purpose of calculating such 10% renewed limit; and

• (3) 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 Existing Scheme and any other share option schemes of the Company shall not exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date:–

• (i) a total of 11,637,000 Shares in respect of options granted pursuant the Old Scheme remain outstanding;

• (ii) a total of 45,829,766 Shares in respect of options granted pursuant to the Existing Scheme remain outstanding; and

• (iii) based on (i) and (ii) above, the total number of Shares which may fall to be issued under the Old Scheme and the Existing Scheme is 57,466,766 (representing 8.36% of the total Shares in issue). Unless the refreshment of the Scheme Mandate Limit is approved by the Shareholders, options to subscribe for a total of 1,088 Shares (being the difference between the 45,830,854 Shares in respect of which options may be granted under the Existing Scheme less the options for 45,829,766 Shares granted pursuant to the same) may only be granted under the Existing Scheme.

As the purpose of the Existing Scheme is to provide incentives and rewards to the Participants for their contributions to the goals of the Group, the Directors propose to refresh the Scheme Mandate Limit in accordance with the rules of the Existing Scheme and any other schemes of the Company (if any), which will be calculated as 10% of the issued share capital of the Company at

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LETTER FROM THE BOARD

the date of approval of the refreshment by the Shareholders. The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Company and its Shareholders as it enables the Company to have more flexibility in providing incentives to those Participants by way of the granting of the options.

Based on the issued share capital of 687,462,817 Shares as at the Latest Practicable Date, refreshment of the Scheme Mandate Limit will enable the Company to grant options carrying the rights to subscribe for up to a total of 68,746,281 Shares under the Existing Scheme and other schemes of the Company (if any). An ordinary resolution will be proposed at the AGM to refresh the Scheme Mandate Limit to 10% of the issued share capital of the Company at the date of the approval of the refreshment by the Shareholders.

Details of the refreshment of the Scheme Mandate Limit are set out in Ordinary Resolution No. 5 in the AGM Notice.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the options to be granted pursuant to the Existing Scheme with the Scheme Mandate Limit as refreshed.

5. ANNUAL GENERAL MEETING

On pages 12 to 15 of this circular, you will find the AGM Notice setting out the Ordinary Resolutions which will be proposed to approve the Share Issue Mandate and the refreshment of the Scheme Mandate Limit.

6. 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 authorised 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 authorised 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

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LETTER FROM THE BOARD

• (iv) by a member or members present in person or in the case of a member being a corporation by its duly authorised 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.

7. 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 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.

8. RECOMMENDATION

The Directors believe that the re-election of Directors, the Share Issue Mandate and the refreshment of the Scheme Mandate Limit 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

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DETAILS OF DIRECTORS

APPENDIX

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on Saturday, 25 June 2005:

Mr. Chan Kam Kwan, Jason

Mr. Chan, aged 31, holds a Bachelor of Commerce Degree from University of British Columbia and is a member of American Institute of Certified Public Accountants. Mr. Chan has over 8 years accounting and corporate finance experience in a big-4 international audit firm and several listed companies. Mr. Chan is the Company Secretary of Universal Holdings Limited. The company is listed in Hong Kong on the main board of the Stock Exchange. Mr. Chan was also an executive director of Huabao International Holdings Limited, another listed company in Hong Kong, for the past 2 years until March 2004.

There is no service contract between the Company and Mr. Chan. No terms have been fixed for Mr. Chan’s length of service with the Company, but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. Mr. Chan is entitled to a director’s fee and an audit committee member’s fee of HK$220,000 per annum. The emoluments of Directors are determined by the Board with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Chan does not have any interests or short position in the share capital of the Company within the meaning of Part XV of the SFO, other than the share options granted to him under the Existing Scheme entitling him to subscribe for 2,291,542 Shares.

Save as disclosed herein, Mr. Chan does not hold any directorship in other listed public companies in the last three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Mr. Cheung Sze Ming

Mr. Cheung, aged 36, was appointed as an executive Director on 22 April 2005. Mr. Cheung is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants and holds a bachelor degree in Accountancy from the Hong Kong Polytechnic University. He joined the Group in 2001 and is currently the Financial Controller of the Group responsible for financial control over the Group. Mr. Cheung has 13 years’ working experience in international audit firm and listed companies.

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APPENDIX

DETAILS OF DIRECTORS

There will be a service contract entered into between the Company and Mr. Cheung. The service contract will be for a period of one year and renewable automatically for consecutive periods of one year subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. As Mr. Cheung’s service contract with the Company is still in negotiation and pending the review by the Remuneration Committee of the Company, the remuneration to Mr. Cheung in respect of his directorship in the Company has not yet been confirmed. The emoluments of Directors are determined by the Board with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Cheung does not have any interests or short position in the share capital of the Company within the meaning of Part XV of the SFO, other than the share options granted to him under the Existing Scheme entitling him to subscribe for 6,872,628 Shares.

Save as disclosed herein, Mr. Cheung does not hold any directorship in other listed public companies in the past three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Ms. Lo Suk King

Ms. Lo, aged 42, was appointed as an executive Director on 22 April 2005. Ms. Lo joined the Group in 1990 and has been a director of Jackin Video Cassette Co. Limited since 1994 and Feitian Magnetic Information-Technology (Shenzhen) Co., Ltd. since 2004 respectively, both being wholly owned subsidiaries of the Company. Ms. Lo is responsible for the overall control and business management of the two subsidiaries. She is the spouse of Mr. Ho Fai Keung, Jacky (“Mr. Ho”), the Deputy Chairman of the Company, and the sister-in-law of Ms. Ho Ying King, Helena (“Ms. Ho”), the Chairman and Managing Director of the Company.

There will be a service contract entered into between the Company and Ms. Lo. The service contract will be for a period of one year and renewable automatically for consecutive periods of one year subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. As Ms. Lo’s service contract with the Company is still in negotiation and pending the review by the Remuneration Committee of the Company, the remuneration to Ms. Lo in respect of her directorship in the Company has not yet been confirmed. The emoluments of Directors are determined by the Board with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

– 9 –

DETAILS OF DIRECTORS

APPENDIX

As at the Latest Practicable Date, Ms. Lo does not have any interests or short position in the share capital of the Company within the meaning of Part XV of the SFO, other than the following personal interests in the following associated corporation of the Company:

Jackin Video Cassette (Taiwan) Limited	Capacity beneficial owner	Number of shares held 4	Approximately percentage of interests
			0.0002%

Save as disclosed herein, Ms. Lo does not hold any directorship in other listed public companies in the past three years or any position in the Group, nor she has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and she has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her re-election.

Mr. Lai Kam Hung

Mr. Lai, aged 46, was appointed as an executive Director on 22 April 2005. Mr. Lai joined the Group in 2004 and is currently a director and the legal representative of 珠海利滿豐源打印 耗材有限公司 and 深圳利滿豐源打印耗材有限公司 , both being wholly owned subsidiaries of the Company. Mr. Lai is the cousin of Ms. Ho and Mr. Ho.

There will be a service contract entered into between the Company and Mr. Lai. The service contract will be for a period of one year and renewable automatically for consecutive periods of one year subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. As Mr. Lai’s service contract with the Company is still in negotiation and pending the review by the Remuneration Committee of the Company, the remuneration to Mr. Lai in respect of his directorship in the Company has not yet been confirmed. The emoluments of Directors are determined by the Board with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Lai does not have any interests or short position in the share capital of the Company within the meaning of Part XV of the SFO.

Save as disclosed herein, Mr. Lai does not hold any directorship in other listed public companies in the past three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 10 –

DETAILS OF DIRECTORS

APPENDIX

Mr. Ho Fai Keung, Jacky

Mr. Ho, aged 42, is a co-founder of the Group and the Deputy Chairman of the Company. He is responsible for marketing of the Group’s products and holds directorship in certain subsidiaries of the Company. Mr. Ho is the brother of Ms. Ho. He is also the husband of Ms. Lo Suk King and the cousin of Mr. Lai Kam Hung, both being executive directors of the Company.

There is no service contract between the Company and Mr. Ho. No terms have been fixed for Mr. Ho’s length of service with the Company, but he is subject to the requirements for retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. Mr. Ho is entitled to a monthly basic remuneration of HK$10,000 plus a discretionary payment determined by the Board. The emoluments of Directors are determined by the Board with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Ho is interested, directly and indirectly, in 194,462,000 Shares (amounting to about 28.29% of the issued share capital of the Company). Mr. Ho also holds share options granted to him under the Old Scheme entitling him to subscribe for 2,537,000 Shares and under the Existing Scheme entitling him to subscribe for 6,872,628 Shares. In addition, he holds the following interests in the following associated corporations of the Company:

Jackin Video Cassette (Taiwan) Limited Jackin Magnetic Company Limited Jackin Video Cassette Co. Limited	Capacity beneficial owner	Number of shares held 4	Approximately percentage of interests
			0.0002% Number of non-voting deferred shares held
			3,200 shares of HK$100 each 340,000 shares of HK$1 each

Save as disclosed herein, Mr. Ho does not hold any directorship in other listed public companies in the last three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

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NOTICE OF ANNUAL GENERAL MEETING

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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 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, 25 June 2005 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:

1. To receive and adopt the audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 December 2004.

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

3. To re-appoint Messrs. Grant Thornton as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

As special business:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (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;

* For identification purpose only

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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 Rights 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 any options granted under the share option scheme 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% 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 date of 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.

– 13 –

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).”

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of HK$0.10 each (the “Shares”) in the capital of the Company to be issued pursuant to the exercise of options which may be granted under the share option scheme adopted by the Company on 12 June 2004 (the “Existing Scheme”), the refreshment of the general limit under clause 9.1(i)(b) of the Existing Scheme be and is hereby approved provided that (i) the total number of Shares in respect of which options may be granted under the Existing Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution, and (ii) options previously granted under the Existing Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed in accordance with the terms of the Existing Scheme or exercised options) will not be counted for the purpose of calculating the 10% refreshed limit and that the Board of Directors of the Company be and is hereby authorized to offer or grant options pursuant to the Existing Scheme subject to the 10% refreshed limit and to exercise all powers of the Company to allot and issue Shares upon the exercise of such options.”

By Order of the Board Ho Yin King, Helena Chairman

1 June 2005

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business:

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

Notes:

1. 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.

2. 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.

3. A form of proxy for use at the annual general meeting is enclosed herewith.

4. 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 principal place of business 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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