ICO Group Limited — Capital/Financing Update 2003

Dec 2, 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

JACKIN INTERNATIONAL HOLDINGS LIMITED （輝影國際集團有限公司）

(Incorporated in Bermuda with limited liability)

INFORMATION ABOUT THE OUTSTANDING CONVERTIBLE NOTES DUE ON 5 JANUARY 2004

Reference is made to the announcement issued by the Company on 27 November 2003 in relation to the Placing and the Subscription and information about the outstanding Convertible Notes.

It was announced in the Announcement that a general meeting of the Company for the shareholders would be held as soon as possible to seek specific mandate for the approval of the issue and allot of the excess number of new Shares which may fall to be issued as a result of the exercise of the conversion rights attached to the outstanding Convertible Notes over the approved 72,000,000 new Shares as a result of the possible downward adjustment of the conversion price.

In view of the reasons set out below and the undertaking given by the Directors and the Company to the Stock Exchange, no general meeting of the Company for the shareholders would have to be held to seek approval for the issue and allot of the abovementioned excess number of new Shares and the issue of the corresponding circular.

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1. BACKGROUND

Reference is made to the announcement issued by the Company on 27 November 2003 in relation to the Placing and the Subscription and information about the outstanding Convertible Notes.

It was announced in the Announcement that a general meeting of the Company for the shareholders would be held as soon as possible to seek specific mandate for the approval of the issue and allot of the excess number of new Shares which may fall to be issued as a result of the exercise of the conversion rights attached to the outstanding Convertible Notes over the approved 72,000,000 new Shares as a result of the possible downward adjustment of the conversion price.

2. REASONS

In view of the reasons set out below and the undertaking given by the Directors and the Company to the Stock Exchange, no general meeting of the Company for the shareholders would have to be held to seek approval for the issue and allot of the abovementioned excess number of new Shares and the issue of the corresponding circular:

• the Convertible Notes are due to mature on 5 January 2004 and unless redeemed by the Company (which the Company has no intention to redeem the outstanding Convertible Notes), will be converted into Shares at the initial conversion price of HK$0.55 per Share. The Company intends to require all outstanding Convertible Notes to be converted into Shares upon the maturity of the Convertible Notes;

• the downward adjustment to the conversion price of the Convertible Notes has only been invoked once (as a result of the Placing and the Subscription as mentioned in the Announcement) since the issue of the Convertible Notes in November 2000, and that although the adjustment provisions have previously invoked, it has not resulted in an adjustment to the initial conversion price of the Convertible Notes (details please refer to the Announcement);

• the Company has, upon the completion of the Placing and the Subscription, secured sufficient liquid funds for its business needs for the foreseeable future. Accordingly, the Company does not envisage any further need to raise new capital before the maturity of the Convertible Notes and accordingly trigger the adjustment provisions;

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• given the imminence of the maturity date of the Convertible Notes (in less than 5 weeks) and the Company’s funding requirement as described above, the Company does not envisage that the adjustment provisions set out in the Convertible Notes (which has been set out in the Announcement) will be triggered again during the remaining term of the Convertible Notes; and

• the Directors and the Company have undertaken to the Stock Exchange that they will not implement and/or execute any transactions which may trigger any possible downward adjustment to the conversion price of the Convertible Notes during the remaining term of the Convertible Notes; and as a result, causing the issuance of excess number of new Shares which may fall to be issued as a result of the exercise of the conversion rights attached to the outstanding Convertible Notes over the approved 72,000,000 new Shares.

As a result of the above circumstance, there would not be any issue of new Shares above the approved 72,000,000 new Shares and, accordingly no application is required to be made (as opposed to the statement mentioned in the Announcement) to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the excess number of new Shares which may fall to be issued as a result of the exercise of the conversion rights attached to the outstanding Convertible Notes over the approved 72,000,000 new Shares as a result of the possible downward adjustment of the conversion price.

Assuming full conversion of the outstanding Convertible Notes at the conversion price of HK$0.55 per Share, the shareholding in the Company after completion of the Placing and the Subscription were summarised in the Announcement.

3. DEFINITIONS

• “Announcement”

the announcement dated 27 November 2003 issued by the Company in relation to the Placing and the Subscription as well as the information about the Convertible Notes

“Company”

Jackin International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares are listed on the Stock Exchange

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“Convertible t h e H K $ 3 5 , 0 0 0 , 0 0 0 o u t s t a n d i n g Notes” convertible notes of the Company (mature on 5 January 2004) and with an initial conversion price of HK$0.55 per Share (subject to adjustment) “Director(s)” the director(s) of the Company “Placing” placement of the 32,000,000 existing Shares pursuant to the Placing Agreement “Placing t h e p l a c i n g a g r e e m e n t d a t e d 2 5 Agreement” November 2003 between the Vendor and Kim Eng Securities (Hong Kong) Limited in respect of the Placing “Stock Exchange” The Stock Exchange of Hong Kong Limited “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Subscription” the conditional subscription by the Vendor of 32,000,000 new Shares pursuant to the Subscription Agreement “Subscription the subscription agreement dated 25 Agreement” November 2003 between the Vendor and the Company in respect of the Subscription “Vendor” Sun Union Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, and beneficially owns 111 , 2 4 6 , 0 0 0 S h a r e s , r e p r e s e n t i n g approximately 27.89% of the issued share capital of the Company following the completion of the Placing and the Subscription

By order of the board Chan Siu Kay Company Secretary

Hong Kong, 2 December 2003

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

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