ICO Group Limited — Capital/Financing Update 2003

Nov 27, 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)

(1) PLACING OF 32,000,000 EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES

(2) INFORMATION ABOUT THE OUTSTANDING CONVERTIBLE NOTES OF JACKIN INTERNATIONAL HOLDINGS LIMITED

AND

(3) RESUMPTION OF TRADING IN THE SHARES

Placing Agent

Kim Eng Securities (Hong Kong) Limited

On 25 November 2003, the Vendor entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent would procure purchasers to acquire, or failing which itself would acquire, and the Vendor would sell 32,000,000 existing Shares at a price of HK$0.29 per Share.

The placing price of HK$0.29 per Share represents a discount of approximately 10.77% to the closing price per Share of HK$0.325 on 25 November 2003 (the last trading day prior to the suspension of trading in the Shares on 26 November 2003), a discount of approximately 11.04% to the average closing price per Share of approximately HK$0.326 as quoted on the Stock Exchange for the last 10 trading days up to and including 25 November 2003 and a discount of approximately 13.43% to the average closing price per Share of approximately HK$0.335 as quoted on the Stock Exchange for the last 20 trading days up to and including 25 November 2003.

The Placing Shares represent approximately 8.72% of the existing issued share capital of the Company. Upon completion of the Placing, the shareholding percentage of the Vendor and parties acting in concert with it will decrease from approximately 55.30% to approximately 46.58%.

Warning: The Placing Agreement contains provision granting the Placing Agent the right to terminate the Placing Agreement on the occurrence of certain events including force majeure occurring prior to completion of the Placing. For this purpose, force majeure includes any event, development or change resulting in a material adverse change in political, economic, fiscal, financial, regulatory or stock market conditions in the PRC (including Hong Kong). If the Placing Agent exercises such right (i.e. at any time prior to completion of the Placing Agreement which is expected to be on or about 2 December 2003), the Placing will not proceed.

Pursuant to the Subscription Agreement, the Vendor has conditionally agreed to subscribe 32,000,000 new Shares at the subscription price of HK$0.29 per Share. The 32,000,000 new Shares represent approximately 8.02% of the issued share capital of the Company as enlarged by the Subscription. Immediately upon completion of the Subscription, the shareholding of the Vendor and the parties acting in concert with it in the Company will increase from approximately 46.58% to approximately 50.87%.

The net proceeds from the Subscription are estimated to be approximately HK$8.7 million and are expected to be used for the expansion of the Group’s distribution business in the PRC and the Group’s other business operations.

Reference is made to an announcement issued by the Company on 8 November 2000 in relation to the proposed acquisition of assets and in turn the issue a total of HK$39.6 million convertible notes of the Company to settle part of the consideration for the aforesaid acquisition. As at the date of this announcement, there are a total of HK$35 million convertible notes of the Company outstanding. On 25 September 2003, the Company announced that HK$4.6 million convertible notes of the Company have been redeemed and/or converted into 8,360,000 Shares at a conversion price of HK$0.55 per Share. Such Shares were issued and allotted by means of the General Mandate granted to the Directors.

Pursuant to the terms of the outstanding convertible notes of the Company (which were announced by the Company on 8 November 2000 and will mature on 5 January 2004 as described above), if the adjustment amount would be less than HK$0.01, no adjustment to the conversion price will be required even though the Company is issuing new Shares at HK$0.29 per Share which is less than 90% (i.e. at approximately 86.31%) of the average closing price of HK$0.336 per Share as quoted on the Stock Exchange for the last 20 trading days up to and including 24 November 2003 (the last trading day immediately prior to the date of the Placing Agreement).

Based on the HK$35 million outstanding convertible notes and the possible downward adjustment to the conversion price, additional new Shares in excess of 72,000,000 Shares would be issued as a result of the full conversion of the outstanding convertible notes. By combining the 8,360,000 new Shares issued earlier as a result of the exercise of part of the HK$4.6 million convertible notes, the total number of Shares issued and to be issued as a result of the exercise of the conversion rights under the convertible notes of the Company would exceed the listing approval for 72,000,000 new Shares granted by the Stock Exchange on 21 December 2000.

With regard to 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 of the Company over the 72,000,000 new Shares as a result of the possible downward adjustment of the conversion price, a general meeting of the Company for the shareholders will be held as soon as possible to seek specific mandate for the approval of the issue and allotment of such excess Shares. An application will be made 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 of the Company over the 72,000,000 new Shares as a result of the possible downward adjustment of the conversion price.

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Given that the Company should have (i) disclosed the adjustment clause to the conversion price in the 8 November 2000 announcement issued by the Company; (ii) applied for the listing of and permission to deal in any new Shares to be issued as a result of the possible downward adjustment to the conversion price (i.e. in excess of the 72,000,000 new Shares) and (iii) sought shareholders’ approval in a general meeting for the issue and allotment of the new Shares which may fall to be issued as a result of the exercise of the conversion rights attached to the outstanding convertible notes of the Company (i.e. 72,000,000 new Shares (based on the initial conversion price of HK$0.55 per Share) and any new Shares to be issued as a result of the possible downward adjustment to the conversion price) when the convertible notes was first proposed to be issued in November 2000, the non-compliance of these matters constitute breaches of paragraph 19(1) of the Listing Agreement and the Stock Exchange reserved its right to take appropriate action against the Company and/or its Directors with regard to such breaches. The Directors are now aware of and admitted the aforesaid breaches.

A circular will be despatched to the shareholders of the Company setting out the details of the convertible notes as soon as practicable.

At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 26 November 2003 pending the issue of this announcement. The Company has applied for the resumption of trading in the Shares with effect from 9:30 a.m. on 28 November 2003.

1. PLACING AGREEMENT DATED 25 NOVEMBER 2003

1.1 Parties

• (a) the Vendor; and

• (b) the Placing Agent. Kim Eng Securities (Hong Kong) Limited, the Placing Agent, is not acting in concert with the Vendor. It does not own any Shares and is not a connected person (as defined in the Listing Rules) of the Company.

1.2 The Placing Shares

• 32,000,000 existing Shares, representing approximately 8.72% of the existing issued share capital of the Company and approximately 8.02% of the issued share capital of the Company as enlarged by the Subscription.

1.3 The Placing Price

The placing price of HK$0.29 per Share was arrived at after arm’s length negotiation between the Vendor and the Placing Agent. The Placing Price represents a discount of approximately 10.77% to the closing price of HK$0.325 per Share as quoted on the Stock Exchange on 25 November 2003 (the last trading day prior to the suspension of trading in the Shares on 26 November 2003), a discount of approximately 11.04% to the average closing price of approximately HK$0.326 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 25 November 2003 and a discount of approximately 13.43% to the average closing price of approximately HK$0.335 per Share as quoted on the Stock Exchange for the last 20 trading days up to and including 25 November 2003.

The placing commission of 2.5% of the gross amount raised under the Placing is the same as the market rate and the Directors believe that it is fair and reasonable.

With respect to the discount to the market price per Share, the Directors have taken into account advice from the Placing Agent as well as recent market transactions of similar size and are of the view that the percentage discount to the market price per Share is acceptable to the Company and comparable with other recent market transactions.

1.4 Rights of the Placing Shares

The Placing Shares are sold free of all liens, charges and encumbrances, claims, options and third party rights and together with all rights attaching thereto as at 25 November 2003, including the right to receive all dividends or other distributions declared, made or paid on the Placing Shares at any time after 25 November 2003.

1.5 Independence of placees

The placees (and their beneficial owners) will not be acting in concert with the Vendor and will not be connected persons (as defined in the Listing Rules) of the Company.

All the Placing Shares have been placed. Once the settlement procedures are completed, the Placing is expected to be completed on or about 2 December 2003. The Placing Agent informed the Company that there are more than six placees who are (i) professional and institutional investors which term generally includes brokers, dealers and companies (including fund managers), whose ordinary business involves dealing in shares and other securities; (ii) corporate entities which regularly invest in shares and other securities; and (iii) individuals.

One of the placees is Martin Currie China Hedge Fund Limited, an existing shareholder of the Company and an independent third party. It is not acting in concert with the Vendor and not a connected person (as defined in the Listing Rules) of the Company. As at the date of this announcement, it beneficially owns 21,540,000 Shares (representing approximately 5.87% of the existing issued share capital of the Company). It has been placed with another 10,000,000 Shares under the Placing. Hence, following completion of the Placing and the Subscription, Martin Currie China Hedge Fund Limited will beneficially own a total of 31,540,000 Shares (representing approximately 7.91% of the enlarged issued share capital of the Company).

No new substantial shareholder will be introduced to the Company as a result of the Placing.

• 1.6 Termination events

The Placing Agreement contains provision granting the Placing Agent the right to terminate the Placing Agreement on the occurrence of certain events including force majeure occurring prior to completion of the Placing. For this purpose, force majeure includes any event, development or change resulting in a material adverse change in political, economic, fiscal, financial, regulatory or stock market conditions in the PRC (including Hong Kong). If the Placing Agent exercises such right (i.e. at any time prior to completion of the Placing Agreement which is expected to be on or about 2 December 2003 as set out in paragraph 1.7 below), the Placing will not proceed.

1.7 Completion of the Placing Agreement

The Placing is not subject to any condition. The parties expect that the Placing will be completed on or about 2 December 2003.

2. SUBSCRIPTION AGREEMENT DATED 25 NOVEMBER 2003

2.1 Parties

• (a) the Vendor; and

• (b) the Company.

• 2.2 The new Shares

• 32,000,000 new Shares, representing approximately 8.72% of the existing issued share capital of the Company and approximately 8.02% of the issued share capital of the Company as enlarged by the Subscription.

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2.3 The Subscription Price

The subscription price of HK$0.29 per Share is equivalent to the Placing Price.

The cost incurred as a result of the Placing and the Subscription is expected to be amounted to approximately HK$580,000 and will be borne by the Company.

2.4 General mandate to issue new Shares

• The 32,000,000 new Shares will be issued pursuant to the general mandate granted by the shareholders of the Company to the Directors on 28 June 2003. The Company has not issued any Shares pursuant to such general mandate.

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the 32,000,000 new Shares to be issued pursuant to the Subscription.

2.5 Ranking of the new Shares

The 32,000,000 new Shares, when issued and fully paid, will rank equally with the existing Shares in issue as at the date of issue of the new Shares.

2.6 Condition of the Subscription

Completion of the Subscription is conditional upon:

• (a) completion of the Placing; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the 32,000,000 new Shares to be issued pursuant to the Subscription.

2.7 Completion of the Subscription

• Subject to fulfillment of the above conditions, completion of the Subscription will take place within 14 days after the date of the Placing Agreement, that is, 9 December 2003, or such later date as the Company and the Vendor may agree in writing. If the Subscription is not completed within 14 days after the date of the Placing Agreement, the Subscription would constitute a connected transaction for the Company under the Listing Rules and shareholders’ approval will be required for the Subscription and the relevant provisions of the Listing Rules in relation to connected transaction will apply. Further announcement will be made if this occurs.

3. EFFECT ON THE SHAREHOLDING FOLLOWING COMPLETION OF THE PLACING AND THE SUBSCRIPTION The shareholding in the Company before and after completion of the Placing and the Subscription are summarised as follows:

				Enlarged issued share capital	Enlarged issued share capital	Enlarged issued share capital
				following completion of the
	Existing issued share		capital	Placing and the Subscription
Shareholders	Shares	%	%	Shares	%	%
The Vendor and parties acting in concert with it: The Vendor_(Note 1) Helena Ho Yin King(Note 2) Jacky Ho Fai Keung(Note 2) Hermia Ho Yat Wah(Note 3) Alfred Ho Fai Sing(Note 4) Ho Wai Chun(Note 5)_ Public:	111,246,000 10,574,000 8,792,000 39,418,000 23,950,000 8,900,000	30.32 2.88 2.40 10.74 6.53 2.43	55.30	111,246,000 10,574,000 8,792,000 39,418,000 23,950,000 8,900,000	27.89 2.65 2.21 9.88 6.01 2.23	50.87
Martin Currie China Hedge Fund Limited	21,540,000	5.87		31,540,000	7.91
Other shareholders	142,434,000	38.83		142,434,000	35.71
Placees	0	0.00	44.70	22,000,000	5.51	49.13
Total	366,854,000	100.00		398,854,000	100.00
Notes:

1. 111,246,000 Shares are directly owned by the Vendor, which is wholly-owned by Complete Associates Limited (which is, in turn, beneficially owned as to approximately 61.8% by Ms. Helena Ho Yin King and as to approximately 38.2% by Mr. Jacky Ho Fai Keung).

2. Each of them is a Director and a party acting in concert with the Vendor.

3. Ms. Hermia Ho Yat Wah was a Director until 30 September 2002 and a sister of Ms. Helena Ho Yin King and Mr. Jacky Ho Fai Keung. She is a party acting in concert with the Vendor.

4. Mr. Alfred Ho Fai Sing is a director of various subsidiaries of the Company and a brother of Ms. Helena Ho Yin King and Mr. Jacky Ho Fai Keung. He is a party acting in concert with the Vendor.

5. Ms. Ho Wai Chun is a director of various subsidiaries of the Company and a sister of Ms. Helena Ho Yin King and Mr. Jacky Ho Fai Keung. She is a party acting in concert with the Vendor.

4. REASONS FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS

The Company is an investment holding company and the principal activities of the Group are the manufacture and trading of information storage media products and computer accessories, provision of total fulfillment services and trading of data media products worldwide (including Hong Kong and the PRC).

The Directors consider that the Placing and the Subscription will strengthen the capital base of the Company. The expenses to be incurred by the Company amount to approximately HK$580,000 and will be borne by the Company. The entire net proceeds from the Subscription of approximately HK$8.7 million are expected to be applied towards funding the expansion of the Group’s distribution business in the PRC and the Group’s other business operations. The Directors expect that the expansion will be carried out through internal growth instead of through mergers and acquisitions. In view of the reasons above, the Directors are of the view that the Placing is in the interests of the Company and its shareholders as a whole and the terms are fair and reasonable (including the timing of the Placing and the Placing Price).

The Company did not have any equity fund raising activities in the past 12 months.

5. INFORMATION ABOUT THE OUTSTANDING CONVERTIBLE NOTES OF THE COMPANY

(a) Background

• Reference is made to an announcement issued by the Company on 8 November 2000 in relation to the proposed acquisition of assets and in turn the issue of a total of HK$39.6 million convertible notes of the Company to settle part of the consideration for the aforesaid acquisition. The holders of the convertible notes of the Company are independent third parties who are not connected persons (as defined in the Listing Rules) of the Company.

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As at the date of this announcement, there are a total of HK$35 million convertible notes of the Company outstanding. On 25 September 2003, the Company announced that HK$4.6 million convertible notes of the Company have been redeemed and/or converted into 8,360,000 Shares at a conversion price of HK$0.55 per Share. Such Shares were issued and allotted by means of the General Mandate granted to the Directors.

Set out below are the key terms of the convertible notes of the Company:

Interest rate:	Non-interest bearing	Non-interest bearing
Maturity date:	Third anniversary from the date of issue (i.e. 5 January 2004)
Initial conversion price:	HK$0.55 per Share (subject to adjustment)
	Shareholders should note that the adjustment clause of the conversion price of the
	convertible notes was not disclosed in the announcement of the Company of 8 November
	2000. The Directors wish to explain that this is an inadvertent mistake and they have no
	intention to omit any material information from disclosing to the public in the first place.
	The conversion price shall from time to time be adjusted, namely in the case of:
	(i)	any share consolidation or sub-division occurs, or
	(ii)	the Company issues of new Shares by way of capitalization of profits or reserves, or
	(iii)	the Company makes any capital distribution, or
	(iv)	the Company offers shareholders new Shares by means of a rights issue at a price less
		than 90% of the average closing price per Share as quoted on the Stock Exchange for the
		last 20 trading days up to and including the last trading day immediately prior to the date
		of determining the price of the rights issue, or
	(v)	the Company issues for cash any securities which by their terms are convertible into or
		exchangeable for or carry rights of subscription for new Shares, and the total consideration
		per Share initially receivable for such securities is less than 90% of the average closing
		price per Share as quoted on the Stock Exchange for the last 20 trading days up to and
		including the last trading day immediately prior to the date of determining the consideration
		of the issue, or
	(vi)	the Company issues of new Shares at a price less than 90% of the average closing price
		per Share as quoted on the Stock Exchange for the last 20 trading days up to and including
		the last trading day immediately prior to the date of determining such issue, or
	(vii)	the Company issues new Shares for acquisition of assets at a total consideration per Share
		which is less than 90% of the average closing price per Share as quoted on the Stock
		Exchange for the last 20 trading days up to and including the last trading day immediately
		prior to the date of determining the consideration of the issue.

The conversion price shall be adjusted in such manner as may be determined (namely based on the specific adjustment formula set out in the convertible notes document) by an approved merchant bank (as defined in the convertible notes document) or the auditors of the Company. The convertible notes do not require the approved merchant bank to be an independent third party. In addition, no fairness or equitable opinion on the adjusted conversion price is required to be provided by the approved merchant bank or the auditors of the Company. If the adjustment amount is less than HK$0.01, no adjustment to the conversion will be required even if it falls within the aforesaid circumstances. Transferability: Transferable only with the prior consent of the Company and in the case of transfer to connected persons (as defined in the Listing Rules) of the Company, it will require the consent of the Company. None of the convertible notes of the Company has been transferred since the date of issue. Convertibility: The convertible note is convertible in part or in whole into new Shares at any time from now up to but excluding the maturity date. To the extent that the convertible notes have not been previously converted, the convertible notes will be redeemed on the maturity date at the then outstanding principal amount. However, with respect to the outstanding HK$32.7 million convertible notes, the Company has the option to call on the holder to convert such outstanding convertible note wholly into Shares.

According to the previous announcement issued by the Company of 8 November 2000, the Company stated that the underlying Shares to be issued as a result of exercising the conversion rights attached to the outstanding convertible notes (based on the initial conversion price of HK$0.55 per Share) were to be issued pursuant to the General Mandate. The new Shares converted from the Convertible Notes shall, when allotted and issued, rank pari passu in all respects with all the other Shares in issue on the date of conversion.

The new Shares which fall to be issued assuming full conversion of the convertible notes (at the conversion price of HK$0.55 per Share) would represent around 19.98% of the issued share capital of the Company as at the date of passing the resolution for the General Mandate (i.e. 360,342,000 Shares in issue on 13 June 2000), and around 16.65% of its issued share capital as enlarged by the issue of new Shares assuming full conversion of the Convertible Notes (i.e. assuming the issue of 72,000,000 new Shares at the initial conversion price, there would be a total of 432,342,000 Shares in issue as enlarged by the full conversion of the convertible notes).

An application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal, in the 72,000,000 new Shares (based on the conversion price of HK$0.55 per Share) which may fall to be issued upon conversion of the convertible notes. No application has been made to the Stock Exchange or other stock exchanges for the listing of the convertible notes. The Listing Committee of the Stock Exchange has granted approval for the listing of 72,000,000 new Shares on 21 December 2000. Based on the number of Shares in issue on 13 June 2000 (i.e. 360,342,000 Shares), the General Mandate should cover 72,068,400 Shares.

(b) Conversion price of the outstanding convertible notes

Pursuant to the terms of the outstanding convertible notes of the Company (which were announced by the Company on 8 November 2000 and will mature on 5 January 2004 as described above), if the adjustment amount would be less than

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HK$0.01, no adjustment to the conversion price will be required even though the Company is issuing new Shares at HK$0.29 per Share which is less than 90% (i.e. at approximately 86.31%) of the average closing price of HK$0.336 per Share as quoted on the Stock Exchange for the last 20 trading days up to and including 24 November 2003 (the last trading day immediately prior to the date of the Placing Agreement).

Access Capital, the financial adviser to the Company, is not a connected person (as defined in the Listing Rules) of the Company has confirmed that according to the specific adjustment formula set out in the convertible notes document, the conversion price of the outstanding convertible notes of the Company (if adjusted) should be HK$0.544 per Share. However, given that the adjustment amount is less than HK$0.01, it is not required to do so.

Based on the HK$35 million outstanding convertible notes and the possible downward adjustment to the conversion price, additional new Shares in excess of 72,000,000 Shares may be issued as a result of the full conversion of the outstanding convertible notes. By combining the 8,360,000 new Shares issued earlier as a result of the exercise of part of the HK$4.6 million convertible notes, the total number of Shares issued and to be issued as a result of the exercise of the conversion rights under the convertible notes of the Company would exceed the listing approval for 72,000,000 new Shares granted by the Stock Exchange on 21 December 2000.

Given that the Company should have (i) disclosed the adjustment clause to the conversion price in the 8 November 2000 announcement issued by the Company; (ii) applied for the listing of and permission to deal in any new Shares to be issued as a result of the possible downward adjustment to the conversion price (i.e. in excess of the 72,000,000 new Shares) and (iii) sought shareholders’ approval in a general meeting for the issue and allotment of the new Shares which may fall to be issued as a result of the exercise of the conversion rights attached to the outstanding convertible notes of the Company (i.e. 72,000,000 new Shares (based on the initial conversion price of HK$0.55 per Share) and any new Shares to be issued as a result of the possible downward adjustment to the conversion price) when the convertible notes was first proposed to be issued in November 2000, the non-compliance of these matters constitute breaches of paragraph 19(1) of the Listing Agreement and the Stock Exchange reserved its right to take appropriate action against the Company and/or its Directors with regard to such breaches. The Directors are now aware of and

admitted the aforesaid breaches.

In addition, a general meeting of the Company for the shareholders will be held as soon as possible to seek specific mandate for the approval of the issue and allot 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 of the Company over the 72,000,000 new Shares as a result of the possible downward adjustment of the conversion price and a circular will be despatched to the shareholders of the Company setting out the details of the convertible notes as soon as practicable.

An application will be made 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 of the Company over the 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 of the Company at the conversion price of HK$0.55 per Share, the shareholding in the Company after completion of the Placing and the Subscription are summarised as follows:

				Enlarged issued share capital	Enlarged issued share capital
				following completion of the
				Placing and the Subscription
				and assuming full conversion
	Enlarged issued share capital			of the outstanding convertible
	following completion			notes of the Company
	of the Placing			at the conversion price
	and the	Subscription		of HK$0.55 per Share
Shareholders	Shares	%	%	Shares %	%
The Vendor and parties acting in concert with it:
The Vendor_(Note 1)_	111,246,000	27.89		111,246,000 24.05
Helena Ho Yin King_(Note 2)_	10,574,000	2.65		10,574,000 2.29
Jacky Ho Fai Keung_(Note 2)_	8,792,000	2.21		8,792,000 1.90
Hermia Ho Yat Wah_(Note 3)_	39,418,000	9.88		39,418,000 8.52
Alfred Ho Fai Sing_(Note 4)_	23,950,000	6.01		23,950,000 5.18
Ho Wai Chun_(Note 5)_	8,900,000	2.23	50.87	8,900,000 1.92	43.86
Art-Tech Enterprises Limited_(Note 6)_	0	0.00		59,454,545 12.86	12.86
Public:
Martin Currie China Hedge Fund Limited	31,540,000	7.91		31,540,000 6.82
Other shareholders	142,434,000	35.71		146,615,818 31.70
Placees	22,000,000	5.51	49.13	22,000,000 4.76	43.28
Total	398,854,000	100.00		462,490,363 100.00

Notes:

For notes 1 to 5, please refer to the notes in paragraph 3 above.

1. Art-Tech Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, whose interest is beneficially owned by Mr. Kin Lok Chiu (an independent third party and not a connected person (as defined in the Listing Rules) of the Company as at the date of this announcement).

6. SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 26 November 2003 pending the issue of this announcement. The Company has applied for the resumption of trading in the Shares with effect from 9:30 a.m. on 28 November 2003.

7. DEFINITIONS

“Access Capital”

“acting in concert”

“associate”

“Company”

Access Capital Limited is a deemed licensed corporation under the Securities and Futures Ordinance and engaged in types 1, 4, 6 and 9 regulated activities

has the meaning defined in the Hong Kong Code on Takeovers and Mergers

has the meaning as defined in the Listing Rules

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

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“Director(s)” the director(s) of the Company “General Mandate” the general mandate granted to the Directors at the annual general meeting of the Company held on 13 June 2000 “Group” the Company and its subsidiaries “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Placing” placement of the Placing Shares pursuant to the Placing Agreement “Placing Agent” Kim Eng Securities (Hong Kong) Limited, the sole placing agent to the Company for the placing of the Placing Shares. It is a deemed licensed corporation for types 1 (dealing in securities) and 4 (advising on securities) regulated activities under the Securities and Futures Ordinance “Placing Agreement” the placing agreement dated 25 November 2003 between the Vendor and the Placing Agent in respect of the Placing “Placing Price” price payable for the Placing Shares at HK$0.29 per Share “Placing Shares” the 32,000,000 existing Shares available for the Placing “PRC” the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong “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 Agreement” the subscription agreement dated 25 November 2003 between the Vendor and the Company in respect of the Subscription “Subscription Price” price payable for the new Shares in respect of the Subscription at HK$0.29 per Share “Vendor” Sun Union Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, and beneficially owns 111,246,000 Shares, representing approximately 30.32% of the existing issued share capital of the Company as at the date of this announcement “HK$” Hong Kong dollar, the lawful currency of Hong Kong

By Order of the Board Jackin International Holdings Limited Chan Siu Kay Company Secretary

Hong Kong, 27 November 2003

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

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