ICO Group Limited — AGM Information 2010

Jul 23, 2010

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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 RETIRING DIRECTORS GENERAL MANDATE TO ISSUE SHARES INCREASE IN AUTHORISED SHARE CAPITAL CHANGE OF COMPANY NAME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Jackin International Holdings Limited to be held at Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Saturday, 21 August 2010 at 9:30 a.m. is set out on pages 14 to 17 of this circular. Whether or not you intend to attend the meeting, you 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 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 less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you so wish.

23 July 2010

• For identification purpose only

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Increase in authorised share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Change of Company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Listing Rules requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	– Details of retiring Directors proposed for re-election. . . . . . . . . . . . . . . . . .	9
Notice of	the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– 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, 21 August 2010 at 9:30 a.m.;
“AGM Notice”	the notice convening the AGM as set out on pages 14 to 17 of
	this circular;
“Board”	the board of Directors of the Company or a duly authorised
	committee thereof for the time being;
“Bye-laws”	the existing Bye-laws of the Company;
“Change of Company Name”	the proposed change of the English name of the Company from
	“Jackin International Holdings Limited” to “Guojin Resources
	Holdings Limited” and the adoption of the new Chinese name
	“國金資源控股有限公司” for identification purpose only to
	replace the existing Chinese name “輝影國際集團有限公司”
	which has been used also for identification purpose only, as set
	out in special resolution No. 6 in the AGM Notice;
“Company”	Jackin International Holdings Limited, a company incorporated
	in Bermuda with limited liability and the Shares of which are
	listed on the Main Board of the Stock Exchange;
“Director(s)”	the director(s) of the Company for the time being;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of The People’s
	Republic of China;
“Latest Practicable Date”	21 July 2010, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Options”	the share options to subscribe for Shares granted under the
	Share Option 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 Option Scheme”	the share option scheme adopted by the Company on 12 June
	2004;
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company;
“Shareholder(s)”	registered holder(s) of Share(s); and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

– 2 –

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. YIP Wai Lun, Alvin (Deputy Chairman and Deputy Managing Director) Mr. MA Bo Ping Mr. ZHOU Yu Sheng Ms. LAM Suk Ling, Shirley

Independent Non-executive Directors: Mr. LEUNG Ka Kui, Johnny Mr. CHAN Kam Kwan, Jason Mr. LO Kok Kee

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

23 July 2010

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATE TO ISSUE SHARES INCREASE IN AUTHORISED SHARE CAPITAL CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with (i) details regarding the proposals involving the re-election of the retiring Directors, the Share Issue Mandate, the increase in the authorised share capital and the Change of Company Name; and (ii) the AGM Notice.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-laws 86 and 87 of the Company’s Bye-laws, Mr. Yip Wai Lun, Alvin, Mr. Lo Kok Kee, Mr. Ma Bo Ping, Mr. Zhou Yu Sheng, Ms. Lam Suk Ling, Shirley and Mr. Chan Kam Kwan, Jason shall retire at the AGM and are eligible for re-election. Mr. Lo Kok Kee has informed the Company that he will not offer himself for re-election as an Independent Nonexecutive Director due to his other business engagement. All other retiring Directors will stand for re-election.

At the AGM, resolutions will be proposed to re-elect the retiring Directors who offer themselves for re-election. The biographical details of the retiring Directors proposed to be reelected as required to be disclosed under the Listing Rules are set out in Appendix to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

The Board proposes to grant the Share Issue Mandate to allow the Directors to issue, allot or otherwise deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the AGM.

Based on the 1,343,748,505 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued by the Company prior to the AGM, subject to the passing of the relevant ordinary resolution to approve the Share Issue Mandate at the AGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 268,749,701 Shares under the Share Issue Mandate, representing 20% of the Shares in issue as at the Latest Practicable Date.

The Share Issue Mandate will, if granted, remain effective until 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 to be held by Bermuda law or the Bye-Laws; and (iii) the revocation or variation of the Share Issue Mandate by the passing of an ordinary resolution by the Shareholders in general meeting.

– 4 –

LETTER FROM THE BOARD

4. INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each, of which 1,343,748,505 Shares were issued and fully paid. As stated in the Company’s announcement (the “Announcement”) dated 8 January 2010 in relation to, among other things, the acquisition of SE Metal Resource Corp. (the “Acquisition”), in order to accommodate the future expansion and growth of the Group as well as to accommodate the issue of the Consideration Shares (as defined in the Announcement) and the Conversion Shares (as defined in the Announcement), the Board proposed to increase the Company’s authorised share capital to cater for the need to issue the Consideration Shares (as defined in the Announcement) and Conversion Shares (as defined in the Announcement) (the “Capital Increase”). It was originally proposed in the Announcement that the Capital Increase be from HK$200,000,000 to HK$400,000,000 by the creation of an additional 2,000,000,000 new Shares of HK$0.10 each. It was also stated in the Announcement that an ordinary resolution to approve the Capital Increase will be put forward at the special general meeting of the Company (the “Acquisition SGM”) to be convened for the purpose of considering, and if thought fit, approving, among other things, the Acquisition. Notice of the Acquisition SGM will be despatched to Shareholders in due course, together with the circular relating to the Acquisition, which will contain details of the Acquisition.

In the interim, having considered the financial position of the Company, the Directors consider that it would be in the interests of the Company to avail itself for opportunities, if any, that may arise in the capital market in the near future for it to enlarge and strengthen its capital base. In order to provide the Company flexibility in issuing shares for any future capital requirement, expansion and growth of the Group, it is now proposed that prior to the proposed Capital Increase for the purpose of the Acquisition, an ordinary resolution will be proposed at the AGM to increase the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 Shares to HK$400,000,000 divided into 4,000,000,000 Shares by the creation of an additional 2,000,000,000 Shares of HK$0.10 each. Such new Shares, upon issued and fully paid, shall rank pari passu in all respects with the Shares.

The proposed increase in authorised share capital of the Company is conditional upon, (i) the passing of an ordinary resolution by the Shareholders at the AGM; and (ii) (if required) all necessary consents being granted by third parties, including but not limited to the consent of the Bermuda Monetary Authority. No Shareholder is required to abstain from voting on the resolution to be proposed at the AGM regarding the proposed increase in authorised share capital of the Company.

– 5 –

LETTER FROM THE BOARD

The Company intends to explore opportunities to take advantage of the present strength of the stock market to increase its capital base by way of issue of new equity. However, as at the Latest Practicable Date, there did not exist any agreement, arrangement or understanding between the Company and any parties relating to any fund raisings of the Company. Save for this, the Directors do not have any present intention of issuing any part of the proposed increase in authorised capital.

The necessary Capital Increase proposed in the Announcement incidental to the Acquisition will be put forward to the Shareholders at the Acquisition SGM under a separate notice in due course (if required).

5. CHANGE OF COMPANY NAME

The Directors propose to change the English name of the Company from “Jackin International Holdings Limited” to “Guojin Resources Holdings Limited”, and upon the change of the English name becoming effective, to adopt the new Chinese name “國金資源控股有限公司” for identification purpose only to replace the existing Chinese name “輝影國際集團有限公司” which has been used also for identification purpose only.

The Directors consider that the Change of Company Name is able to align with the corporate strategy of the Company in diversifying into resources related business. In December 2009, the Group has entered into the acquisition agreement (the “Acquisition Agreement”) in relation to the acquisition of the mining rights claims of three mines located in Southern California, the United States (details of which are referred to in the announcement of the Company dated 8 January 2010). In addition, as referred to in the announcement of the Company dated 27 April 2010 in relation to the annual results of the Company for the year ended 31 December 2009, the Company has entered into minerals trading business and commenced the trading of nickel ore in April 2010. The Board believes that the new English and Chinese Company names can provide the Company with a fresh new corporate image and identity which will benefit the Company’s future business development and is in the interest of the Company and its shareholders as a whole. A special resolution will be proposed at the AGM to approve the Change of Company Name.

Conditions

The Change of Company Name shall be subject to (i) the passing of a special resolution by the Shareholders at the AGM to approve the Change of Company Name; and (ii) the approval for the change of the English name of the Company having been granted by the Registrar of Companies in Bermuda.

– 6 –

LETTER FROM THE BOARD

Subject to the satisfaction of the conditions set out above, the effective date of the Change of Company Name will be the date on which the Registrar of Companies in Bermuda enters the new English name of the Company on the register of companies in place of its existing English name. The Company will carry out all necessary filing procedures in respect of the Change of Company Name with the Registrar of Companies in Hong Kong and Bermuda.

Effects of Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company shall, after the Change of Company Name becoming effective, continue to be evidence of legal title to the Shares and will be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangements for exchange of existing share certificates for new share certificates under the new name of the Company.

New share certificates of the Company will be issued under the new name of the Company after the Change of Company Name becoming effective. Further announcement will be made by the Company in relation to the effective date of the Change of Company Name and change in stock short name of Shares in both English and Chinese.

6. ANNUAL GENERAL MEETING

On pages 14 to 17 of this circular, you will find the AGM Notice setting out the relevant resolutions which will be proposed to approve the re-election of the retiring Directors, the Share Issue Mandate, the increase in the authorised share capital and the Change of Company Name.

7. LISTING RULES REQUIREMENT

According to Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by poll.

8. 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 as soon as possible and in any event 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 you from attending and voting in person at the AGM should you so wish.

– 7 –

LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors believe that the resolutions (including the resolutions for the re-election of the retiring Directors, the Share Issue Mandate, the increase in the authorised share capital and the Change of Company Name) as set out in the AGM Notice are all in the interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions set out in the AGM Notice.

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

– 8 –

APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on Saturday, 21 August 2010:

Mr. Yip Wai Lun, Alvin

Mr. Yip, aged 47, joined the Board as an Executive Director with effect from 31 July 2009. Prior to joining the Company, Mr. Yip has over 24 years of experience as entrepreneur and key management in a variety of business, ranging from manufacturing and technology to transportation. He has also led in the formation and management of a number of joint ventures and partnership arrangements with multinationals.

In the last 6 months, Mr. Yip has overseen the change of the Company’s business focus from remanufacturing to mining and related activities.

In the process, strategic alliances have been created with major players in these fields to facilitate the Company’s entry into the new markets. An acquisition of a mine is process and mineral trading has commenced.

Mr. Yip will be responsible for overseeing the formulation and implementation of the corporate strategy and business development of the Company and its subsidiaries.

There is a service contract entered into between the Company and Mr. Yip regarding his directorship in the Company for a term of one year from 1 January 2010 to 31 December 2010, renewable for such period at the sole discretion of the Company. All directors of the Company are subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Byelaws of the Company.

Mr. Yip is entitled to an annual remuneration of HK$2,400,000 and a discretionary management bonus. Mr. Yip will not receive any additional remuneration or compensation for taking up the role of Deputy Chairman and Deputy Managing Director of the Company. The emoluments of all Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Director’s contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Yip had a corporate interest in 3,000,000 Shares of the Company within the meaning of Part XV of the SFO.

– 9 –

APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ma Bo Ping

Mr. Ma, aged 51, was appointed an Executive Director of the Company in December 2009. Mr. Ma has over 28 years of experience in mining industry with more than 19 years of which in the managerial level. Mr. Ma is familiar with all the aspects of a mining company, from mineral processing research and design, conducting feasibility studies and the construction of gold and non-ferrous metals mining sites to its related finance management. Mr. Ma was (i) the vice president for administration of Jinshan Gold Mines Inc, a Canadian mining company focused on gold production in the PRC and listed on the Canadian Stock Exchange; (ii) the vice general manager, the chief financial officer and a director of Zhongjin Gold Corp Ltd （中金黃金股份有限公司）, a mining company listed on Shanghai Stock Exchange with controlling stake held by China National Gold Group Corporation（中國黃金集團公司）; (iii) the head of planning and financing department and president’s office of China National Gold Corporation 中國黃金總公司 (now known as China National Gold Group Corporation（中國黃金集團公司）); and (iv) deputy head for the research management office at the Changchun Gold Research Institute. Mr. Ma holds a bachelor degree of engineering in mineral processing from the Wuhan University of Science and Technology（武漢科技大學, formerly known as 武漢鋼鐵學院）and the degree of the executive master of business administration from Cheung Kong Graduate School of Business （長江商學院）.

Mr. Ma has entered into a service agreement with the Company for a term of one year and subject to automatically extension for another two years effective from 18 December 2009. All Directors are subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Bye-laws of the Company.

Mr. Ma is entitled to an annual remuneration of HK$2,400,000 and a discretionary management bonus under his service agreement with the Company (which will be pro-rata to the period of service in the year of his appointment). The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contribution, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Ma did not have any interests in the Shares within the meaning of Part XV of the SFO.

– 10 –

APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Zhou Yu Sheng

Mr. Zhou, aged 57, was appointed an Executive Director of the Company in January 2010. Mr. Zhou has over 34 years of experience in mining industry with more than 26 years of which in the senior managerial level. Mr. Zhou has mastered with mining techniques for different types of deposits and management skills for operation of mining enterprises. He has solid theoretical foundation and extensive practical experience in aspects of resources exploration, planning and design, construction works, investment control, production coordination and business operation in metal mines. Meanwhile, as Mr. Zhou had held managerial positions in regulatory authorities of gold industry for a long period, he accumulated extensive integrated management experience such as industry planning, coordination and directing. Mr. Zhou is currently the chairman of China Gold Group Investment Co. Ltd.（中國黃金集團投資有限公司）and the chairman and general manager of China National Gold Investment Oversea Holdings Limited（中國黃金投資海外控股有 限公司）. The controlling stake of the aforesaid two companies is held by China National Gold Group Corporation（中國黃金集團公司）. Mr. Zhou graduated from 瀋陽黃金學院 (Shenyang Gold College) (now merged in Northeastern University) with major in mining engineering and attained technical qualification of senior engineer.

Mr. Zhou has entered into a service agreement with the Company for a term of one year and subject to automatically extension for another two years effective from 25 January 2010. All Directors are subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Bye-laws of the Company.

Mr. Zhou is entitled to an annual remuneration of HK$1,440,000 and a discretionary management bonus under his service agreement with the Company (which will be prorata to the period of service in the year of his appointment). The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contribution, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Zhou did not have any interests in the Shares within the meaning of Part XV of the SFO.

– 11 –

APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Lam Suk Ling, Shirley

Ms. Lam, aged 43, was appointed an Executive Director of the Company in February 2010. Ms. Lam has 17 years’ experience in international audit firms and listed companies. Ms. Lam holds a Master Degree in Business Administration from University of Adelaide, Australia and a Bachelor Degree in Science from Murdoch University, Western Australia. She was qualified as a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant of CPA Australia. She is responsible for overall finance functions of the Group.

Ms. Lam has entered into a service agreement with the Company for a term from 8 February 2010 to 31 December 2010 which is renewable for such period at the sole discretion of the Company. All Directors are subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Bye-laws of the Company.

Ms. Lam is entitled to an annual remuneration of HK$1,440,000 and a discretionary management bonus under her service agreement with the Company (which will be pro rata to the period of service in the year of her appointment) and a one-off compensation payment of HK$120,000 in lieu of notice to her former employer. The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Ms. Lam did not have any interests in the Shares within the meaning of Part XV of the SFO.

– 12 –

APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan Kam Kwan, Jason

Mr. Chan, aged 36, was appointed an Independent Non-executive Director of the Company in August 2004. Mr. Chan holds a Bachelor Degree in Commerce from University of British Columbia, Canada and is a member of the American Institute of Certified Public Accountants. Mr. Chan has over 10 years’ experience in accounting and corporate finance. He had worked in a big-4 audit firm and served a numbers of listed corporation. Mr. Chan is currently an executive director and the company secretary of China WindPower Group Limited and Wah Nam International Holdings Limited, the shares of which are listed on the Stock Exchange.

There is no service agreement between the Company and Mr. Chan and he is not appointed for specific term. All Directors are subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Bye-laws of the Company.

Mr. Chan was entitled to a director’s fee and an audit committee member’s fee of HK$225,000 for the year ended 31 December 2009. The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Chan did not have any interests in the Shares within the meaning of Part XV of the SFO, other than the Options granted to him under the Share Option Scheme entitling him to subscribe for 1,542 Shares.

General Information

Save as disclosed herein, (i) all the above retiring Directors do not hold any directorship in other listed public companies the shares of which are listed on any securities market in Hong Kong or overseas in the last three years or any position in the Group, nor they have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with their re-election.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [162 x 36] intentionally omitted <==

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 Unit A, 29/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Saturday, 21 August 2010 at 9:30 a.m. for the following purposes:

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 2009.

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

3. To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and authorise the Board of Directors to fix the auditor’s remuneration.

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

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;

3. (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;

• For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (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 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).”

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

1. “ THAT :

2. (a) the authorised share capital of the Company be increased from HK$200,000,000 to HK$400,000,000 by the creation of an additional 2,000,000,000 Shares ranking pari passu with all the existing Shares of the Company of par value HK$0.10 each (the “Proposed Increase in Authorised Share Capital”); and

3. (b) any one or more of the directors of the Company be and is/are hereby authorised for and on behalf of the Company to execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed by him/them in their absolute discretion to be necessary or appropriate in connection with or incidental to, ancillary to or in connection with the matters contemplated in and/or to carry out the purposes and intent thereof of the Proposed Increase in Authorised Share Capital.”

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as a special resolution of the Company:

1. “ THAT subject to the approval by the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “Jackin International Holdings Limited” to “Guojin Resources Holdings Limited” and, upon the change of the English name becoming effective, the new Chinese name “國金資源控股有限公 司” be adopted for identification purpose only to replace the existing Chinese name “輝影國際集團有限公司” which has been used also for identification purpose only, and that the directors of the Company be and are hereby authorized generally to do all such acts and things and execute all such documents they consider necessary, desirable or expedient to effect the foregoing change of names of the Company.”

By Order of the Board Ho Yin King, Helena Chairman

23 July 2010

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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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