ICO Group Limited — AGM Information 2005

May 31, 2005

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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 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.

4. 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;

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• (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.

“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

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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

Hong Kong, 1 June 2005

Principal place of business:

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

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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.

As at the date of this announcement, the board of directors of the Company comprises (a) executive directors: Ms. Ho Yin King, Helena, Mr. Ho Fai Keung, Jacky, Mr. Low Nyap Heng, Mr. Cheung Sze Ming, Ms. Lo Suk King and Mr. Lai Kam Hung; and (b) independent nonexecutive directors: Mr. Li Sau Hung, Eddy, Mr. Leung Ka Kui, Johnny and Mr. Chan Kam Kwan, Jason.

• For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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