ICO Group Limited — Capital/Financing Update 2004

Dec 6, 2004

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.

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JACKIN INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 630)

OPEN OFFER TO QUALIFYING SHAREHOLDERS ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE

AND

RESUMPTION OF TRADING

Financial advisers

Kim Eng Corporate Finance (Hong Kong) Limited CMB International Capital Corporation Limited

Underwriter

PROPOSED OPEN OFFER

The Company proposed to raise not less than approximately HK$22.9 million, before expenses, by issuing not less than 229,154,272 new Shares but not more than 234,972,772 new Shares by way of Open Offer to the Qualifying Shareholders at the Subscription Price of HK$0.10 per Offer Share on the basis of one Offer Share for every two existing Shares held on the Record Date.

USE OF PROCEEDS FROM THE OPEN OFFER

The net proceeds of the Open Offer, after deduction of expenses, are estimated to be not less than approximately HK$21.0 million and the Company intends to apply such amount as to (a) approximately HK$12.0 million for expansion of its computer accessories production; and (b) as to the remaining balance of not less than approximately HK$9.0 million as the Group’s general working capital.

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Jackin International Holdings Limited – Announcement 3 December 2004

UNDERWRITING ARRANGEMENTS

Four Shareholders holding an aggregate of 172,010,000 Shares as at the date of this announcement (representing approximately 37.5% of the existing issued share capital of the Company) have irrevocably undertaken to the Company to take up their respective full entitlement in total of 86,005,000 Offer Shares under the Open Offer. For details please refer to the sections headed “Undertaking from the Controlling Shareholders” and “Undertaking from Martin Currie” below.

The remaining balance of not more than 148,967,772 Offer Shares have been fully underwritten by the Underwriter subject to and upon the terms and conditions of the Underwriting Agreement.

CONDITIONS OF THE OPEN OFFER

The Open Offer is conditional upon fulfillment of the conditions set out in the section headed “Conditions of the Open Offer” below. Accordingly, the Open Offer may or may not proceed and the Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares .

RECORD DATE

To qualify for the Open Offer, any transfer of Shares (together with the relevant share certificate(s)) must be lodged for registration with the Company’s branch share registrar in Hong Kong, Standard Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by no later than 4:00 p.m. (Hong Kong time) on 20 December 2004 pursuant to the expected timetable.

The Company expects to send the Prospectus Documents to the Qualifying Shareholders on 24 December 2004.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading of the Shares on the Stock Exchange has been suspended from 9:30 a.m. on 2 December 2004 pending the publication of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 6 December 2004.

THE OPEN OFFER

The Company proposed to raise not less than approximately HK$22.9 million, before expenses, by issuing not less than 229,154,272 new Shares but not more than 234,972,772 new Shares by way of Open Offer to the Qualifying Shareholders at the Subscription Price of HK$0.10 per Offer Share on the basis of one Offer Share for every two existing Shares held on the Record Date. There were no Open Offers or similar fund raising activities made by the Company in the 12 months preceding the date of this announcement.

Issue statistics

Basis of the Open Offer: One Offer Share for every two existing Shares held on the Record Date by the Qualifying Shareholders Number of Shares in issue as at 458,308,545 Shares the date of this announcement: Number of Offer Shares to be issued: 229,154,272 Offer Shares and not more than 234,972,772 Offer Shares Subscription Price: HK$0.10 per Offer Share

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Jackin International Holdings Limited – Announcement 3 December 2004

As at the date of this announcement, there are outstanding Share Options entitling the holders thereof to subscribe for 11,637,000 Shares at exercise prices ranging from HK$0.8832 per Share to HK$1.0336 per Share. Adjustment will be made to the exercise prices of the Share Options in accordance with the terms of the share option scheme of the Company as a result of the Open Offer and will be announced in further announcement or in the Prospectus to be despatched in relation to the Open Offer.

Save for the Share Options, the Company has no other share options, warrant, derivatives or other securities convertible into or exchangeable for Shares outstanding as at the date of this announcement.

TERMS OF THE OPEN OFFER

Subscription Price for the Offer Shares

The Subscription Price of HK$0.10 per Offer Share is payable in full upon application is made for the Offer Shares.

The Subscription Price represents:

• (i) a discount of 50% to the closing price of HK$0.2000 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 40.0% to the theoretical ex-entitlement price of approximately HK$0.1667 per Share based on the closing price per Share as quoted on the Stock Exchange on the Last Trading Day; and

• (iii) a discount of approximately 48.3% to the average closing price of approximately HK$0.1933 per Share for the previous ten trading days as quoted on the Stock Exchange up to and including the Last Trading Day.

• Note: The theoretical ex-entitlement price is calculated based on the following formula:

(2 x closing price on the Last Trading Day) + (1 x the Subscription Price)

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The Subscription Price was determined after arm’s length negotiation between the Company and the Underwriter with reference to prevailing market conditions. The Board considers that the Subscription Price and the terms of the Open Offer to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Qualifying Shareholders

To qualify for the Open Offer, a Shareholder must be registered as a member of the Company on the Record Date.

In order to be registered as a member of the Company on the Record Date, all transfer of Shares (together with the relevant share certificate(s)) must be lodged for registration with the Company’s branch share registrar in Hong Kong, Standard Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by no later than 4:00 p.m. (Hong Kong time) on 20 December 2004 pursuant to the expected timetable.

Since the Prospectus Documents will only be registered in Hong Kong and in Bermuda, the Company will send the Prospectus Documents to the Shareholders provided that it will not violate any relevant local laws, regulations and other requirements. In determining whether it would be necessary or expedient to exclude an overseas Shareholder who registered as a member of the Company on the Record Date, the Company will make enquiry in accordance with Rule 13.36(2)(a) (including notes 1 and 2 thereof) of the Listing Rules regarding the legal restrictions (if any) under the laws of the relevant places and the requirements of the relevant regulatory bodies or stock exchanges for the Company’s making the Open Offer to such overseas Shareholder. Should such overseas Shareholders be excluded from the Open Offer after enquiry, the Company will make a further announcement containing, among other things, the number of such overseas Shareholders, overseas countries involved and an explanation for the exclusion on or before the Prospectus Posting Date. It is the present intention of the Directors to make the Open Offer to all Shareholders (including overseas Shareholders) registered on the Record Date unless there are legal restrictions to do so.

The Qualifying Shareholders may not apply for the Offer Shares which are in excess of their entitlements.

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Jackin International Holdings Limited – Announcement 3 December 2004

Closure of register of members

Pursuant to the expected timetable, the register of members of the Company will be closed from 21 December 2004 to 23 December 2004, both dates inclusive. No transfer of Shares will be registered during this period.

Fractions of Offer Shares

The Company will not invite application for any fractions of Offer Shares. The Company will allot all Offer Shares created from the aggregation of fractions of Offer Shares to the Underwriter.

Share certificates

Subject to the fulfilment of conditions of the Open Offer as set out in the section headed “Conditions of the Open Offer” below, certificates for all fully-paid Offer Shares are expected to be posted on or before 12 January 2005 to those who have applied and paid for the Offer Shares at their own risk.

Application for listing

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Offer Shares on the Stock Exchange.

Dealings in the Offer Shares on the Stock Exchange will be subject to the payment of the applicable stamp duty, Stock Exchange trading fee, the SFC transaction levy, an investor compensation levy or any other applicable fees and charges in Hong Kong.

Status of the Offer Shares

The Offer Shares (when allotted, issued and fully-paid) will rank pari passu with the Shares in issue on the date of allotment and issue of the Offer Shares in all respects. Holders of fully-paid Offer Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid by reference to a record date falling after the date of allotment of the Offer Shares.

UNDERWRITING ARRANGEMENTS

Underwriting Agreement

Date: 1 December 2004 Underwriter: Sun Hung Kai International Limited Number of Offer Shares underwritten: Not less than 143,149,272 Offer Shares (representing all the Offer Shares other than those 86,005,000 Offer Shares irrevocably undertaken to be applied by four Shareholders) and a maximum of 148,967,772 Offer Shares Commission: an underwriting commission of 2.5% of the aggregate Subscription Price of the Offer Shares underwritten by the Underwriter

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Jackin International Holdings Limited – Announcement 3 December 2004

Undertaking from the Controlling Shareholders

The Controlling Shareholders holding aggregately 138,162,000 Shares as at the date of this announcement (representing approximately 30.1% of the existing issued share capital of the Company as set out in the following table) have irrevocably undertaken to the Company to take up their respective full entitlement of 69,081,000 Offer Shares under the Open Offer.

Name of the	No. of Shares held as at	No. of Offer Shares
Controlling Shareholders	the date of this announcement	undertaken to take up
Ms. Ho Yin King, Helena_(Note 1)_	10,574,000	5,287,000
Mr. Ho Fai Keung, Jacky_(Note 2)_	8,792,000	4,396,000
Sun Union Enterprises Limited_(Note 3)_	118,796,000	59,398,000
Total	138,162,000	69,081,000

Notes:

1. Ms. Ho Yin King, Helena is an executive Director, and is the sister of Mr. Ho Fai Keung, Jacky, another executive Director.

2. Mr. Ho Fai Keung, Jacky is an executive Director, and is the brother of Ms. Ho Yin King, Helena, another executive Director.

3. Sun Union Enterprises Limited is a wholly-owned subsidiary of Complete Associates Limited which is beneficially owned as to approximately 61.8% by Ms. Ho Yin King, Helena and as to approximately 38.2% by Mr. Ho Fai Keung, Jacky.

Undertaking from Martin Currie

Martin Currie is currently holding an aggregate of 33,848,000 Shares as at the date of this announcement (representing approximately 7.4% of the existing issued share capital of the Company) has irrevocably undertaken to the Company to take up its respective full entitlement of 16,924,000 Offer Shares under the Open Offer.

Underwritten Shares

The remaining balance of not less than 143,149,272 Offer Shares but not more than 148,967,772 Offer Shares have been fully underwritten by the Underwriter pursuant subject to and upon the terms and conditions of the Underwriting Agreement.

Termination of the Underwriting Agreement

The Underwriter reserves the right to terminate the arrangements set out in the Underwriting Agreement. If at any time at or prior to the Latest Time for Termination:

• (a) there has introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (b) there has occurrence of any local, national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof, of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

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Jackin International Holdings Limited – Announcement 3 December 2004

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (d) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Open Offer;

then in any such case the Underwriter may (after consultation with the Company and/or its advisers as the circumstances shall admit) by notice in writing to the Company on its own behalf and on behalf of all other parties to the Underwriting Agreement (which may be given at any time up to the Latest Time for Termination) rescind the Underwriting Agreement.

If the Underwriter exercises such right and terminates the Underwriting Agreement, the Open Offer will not proceed.

CONDITIONS OF THE OPEN OFFER

The Open Offer is conditional upon, among others, the fulfilment of the following conditions:

• (a) the delivery to the Stock Exchange and registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents as having been approved by resolution of the Directors (and all other documents required to be attached thereto) not later than the Prospectus Posting Date and otherwise in compliance with the Listing Rules and the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

• (b) the obtaining of the permission of the Bermuda Monetary Authority for the issue of the Offer Shares, if necessary;

• (c) the posting of the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date; and

• (d) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in all the Offer Shares prior to the Prospectus Posting Date.

In the event that conditions (a) to (d) (inclusive) have not been satisfied on the respective dates mentioned in the Underwriting Agreement (or such other date as the Underwriter may agree with the Company), the Open Offer will not proceed.

INFORMATION ON THE GROUP

The Group is principally engaged in the manufacture of information storage media products and computer accessories and trading of media products. For each of the two years ended 31 December 2003, the audited net profit of the Group attributable to Shareholders was approximately HK$16.4 million and approximately HK$12.1 million respectively. As at 31 December 2002 and 2003, the Company recorded audited net assets of approximately HK$231.0 million and approximately HK$299.5 million respectively.

In addition, the Company recorded unaudited net profit of approximately HK$10.3 million for the six months ended 30 June 2004 and unaudited net assets of approximately HK$310.0 million as at 30 June 2004.

As at the date of this announcement, the Board of the Company comprises (a) executive Directors: Ms. Ho Yin King, Helena, Mr. Ho Fai Keung, Jacky and Mr. Low Nyap Heng; and (b) independent non-executive Directors: Mr. Li Sau Hung, Eddy, Mr. Leung Ka Kui, Johnny and Mr. Chan Kam Kwan, Jason.

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Jackin International Holdings Limited – Announcement 3 December 2004

REASONS OF THE OPEN OFFER AND USE OF PROCEEDS

The Directors consider that the Open Offer provides a good opportunity for the Group to raise funds to strengthen its capital base and improve its financial position to provide flexibility for the Group’s future development and expansion.

The net proceeds of the Open Offer, after deduction of expenses, are estimated to be not less than approximately HK$21.0 million and the Company intends to apply such amount as to (a) approximately HK$12.0 million for expansion of its computer accessories production; and (b) as to the remaining balance of not less than approximately HK$9.0 million as the Group’s general working capital.

WARNING OF THE RISKS OF DEALINGS IN SHARES AND OFFER SHARES

Pursuant to the expected timetable, the Shares will be dealt with on an ex-entitlement basis from 17 December 2004. If the Underwriter terminates the Underwriting Agreement, or the conditions of the Underwriting Agreement are not fulfilled or waived (other than conditions (a) to (d)), the Open Offer will not proceed. Any person dealing in the Shares on an ex-entitlement basis will accordingly bear the risk that the Underwriting Agreement may not become unconditional and the Open Offer may not proceed.

Any Shareholder or other person contemplating selling or purchasing Shares from now up to the date on which the Underwriting Agreement becomes unconditional, who is in any doubt about his/her position is recommended to consult his/her own professional advisers.

Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the changes in the shareholding structure of the Company arising from the Open Offer (assuming no Share Option has been exercised from the date of this announcement up to and including the date of completion of the Open Offer):

The Controlling Shareholders Martin Currie_(Note)_ Mr. Ho Fai Sing, Alfred Mr. Chiu Kin Lok, Rocko Underwriter Other Shareholders Total	As at the date of this announcement Number of Shareholding Shares (%) 138,162,000 30.1% 33,848,000 7.4% 23,750,000 5.2% 59,494,545 13.0% – 0.0% 203,054,000 44.3% 458,308,545 100.0%	Immediately following completion of the Open Offer assuming all the Shareholders have applied for the Offer Shares in full Number of Shareholding Shares (%) 207,243,000 30.1% 50,772,000 7.4% 35,625,000 5.2% 89,241,817 13.0% – 0.0% 304,581,000 44.3% 687,462,817 100.0%	Immediately following completion of the Open Offer assuming the Controlling Shareholders and Martin Currie have applied for Offer Shares in full and the Underwriter takes up in full the underwriting commitment pursuant to the Underwriting Agreement Number of Shareholding Shares (%) 207,243,000 30.1% 50,772,000 7.4% 23,750,000 3.5% 59,494,545 8.7% 143,149,272 20.8% 203,054,000 29.5% 687,462,817 100.0%	Immediately following completion of the Open Offer assuming the Controlling Shareholders and Martin Currie have applied for Offer Shares in full and the Underwriter takes up in full the underwriting commitment pursuant to the Underwriting Agreement Number of Shareholding Shares (%) 207,243,000 30.1% 50,772,000 7.4% 23,750,000 3.5% 59,494,545 8.7% 143,149,272 20.8% 203,054,000 29.5% 687,462,817 100.0%
				100.0%

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Jackin International Holdings Limited – Announcement 3 December 2004

Note: The register of Corporate Substantial Shareholder Notices kept by the Company pursuant to the Securities & Futures Ordinance (Chapter 571 of the Laws of Hong Kong) has recorded the following:–

• (i) the Corporate Substantial Shareholder Notice filed by Martin Currie on 19 March 2004, pursuant to which, Martin Currie, as beneficial owner, was interested in 33,092,000 Shares;

• (ii) the Corporate Substantial Shareholder Notice filed by Martin Currie Investment Management Limited on 18 August 2004, pursuant to which, Martin Currie Investment Management Limited, as investment manager, was interested in 33,848,000 Shares; and

• (iii) the Corporate Substantial Shareholder Notice filed by UBS AG on 2 July 2004, pursuant to which, UBS AG was having a security interest in 33,092,000 Shares.

Martin Currie has on 29 November 2004 confirmed that its current interest in the Shares should be 33,848,000 Shares instead of 33,092,000 Shares. It has also confirmed that the interest in 33,848,000 Shares held by Martin Currie and Martin Currie Investment Management Limited and the interest in 33,092,000 Shares held by UBS AG are overlapping.

Both the Company and the Underwriter will ensure that appropriate steps will be taken to ensure the sufficiency of public float in the Shares.

EXPECTED TIMETABLE

The expected timetable for the Open Offer is set out below:

Last day of dealings in Shares on a cum-entitlement basis	16 December 2004
First day of dealings in Shares on an ex-entitlement basis	17 December 2004
Latest time for lodging transfers of Shares or exercise of subscription rights
attaching to the Share Options to qualify for the Open Offer	4:00 p.m. on 20 December 2004
Register of members closes (both dates inclusive)	21-23 December 2004
Record Date	23 December 2004
Register of members re-opens	24 December 2004
Despatch of the Prospectus Documents	24 December 2004
Latest time for acceptance of, and payment for, Offer Shares	4:00 p.m. on 7 January 2005
Open Offer expected to become unconditional on or before	5:00 p.m. on 10 January 2005
Announcement of results of the Open Offer to be published
on the newspapers on or before	12 January 2005
Certificates for fully-paid Offer Shares expected to be despatched on or before	12 January 2005
Dealings in fully-paid Offer Shares on the Stock Exchange
expected to commence on	9:30 a.m. on 14 January 2005

Note: All times refer to Hong Kong local time in this announcement.

The above timetable is indicative only and may be executed or varied as agreed by the Company and the Underwriter pursuant to the Underwriting Agreement. Any changes to the expected timetable will be published or notified to Shareholders.

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Jackin International Holdings Limited – Announcement 3 December 2004

GENERAL

A Prospectus, containing, among other things, information on the Open Offer, will be despatched to the Shareholders as soon as practicable, and in accordance with the requirements of the Listing Rules, on or before 24 December 2004.

The Company will send the Prospectus Documents to the Qualifying Shareholders only and the Prospectus, for information only, to the Excluded Shareholders.

Shareholders and potential investors should exercise caution in dealing in the Shares.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading of the Shares on the Stock Exchange has been suspended from 9:30 a.m. on 2 December 2004 pending the publication of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 6 December 2004.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday and days on which a tropical cyclone warning signal
	no.8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any
	time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong
	are generally open for business throughout their normal business hours
“Company”	Jackin International Holdings Limited, a company incorporated in Bermuda with
	limited liability which has its issued shares listed on the Stock Exchange
“Controlling Shareholders”	comprising (i) Ms. Ho Yin King, Helena, an executive Director; (ii) Mr. Ho Fai
	Keung, Jacky, an executive Director; and (iii) Sun Union Enterprises Limited, a
	company incorporated in the British Virgin Islands with limited liability which is
	owned as to approximately 61.8% by Ms. Ho Yin King, Helena and as to
	approximately 38.2% by Mr. Ho Fai Keung, Jacky, and aggregately holding
	approximately 30.1% interest in the Company as at the date of this announcement
“Director(s)”	the director(s) of the Company
“Excluded Shareholder(s)”	Shareholder(s) whose names appear on the register of members of the Company
	at the close of business on the Record Date with registered addresses in the
	territories where, based on the Company’s enquiry, there may be legal restrictions
	under the laws of the relevant places and the requirements of the relevant regulatory
	bodies or stock exchanges for the Company’s making the Open Offer to such
	overseas Shareholders
“Group”	the Company and its subsidiaries
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s Republic of China
“Last Trading Day”	1 December 2004, being the last trading day which was immediately prior to the
	suspension of trading in the Shares on the Stock Exchange pending the release of
	this announcement

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Jackin International Holdings Limited – Announcement 3 December 2004

“Latest Acceptance Time”	4:00 p.m. on 7 January 2005 or such other time as the Underwriter may agree in
	writing with the Company, being the latest time for acceptance of the Offer
	Shares
“Latest Time for Termination”	5:00 p.m. (Hong Kong time) on the next Business Day after the Latest Acceptance
	Time
“Listing Committee”	has the meaning ascribed thereto in the Listing Rules
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange
“Martin Currie”	Martin Currie China Hedge Fund Limited, a company holding an aggregate of
	approximately 7.4% of the existing issued share capital of the Company as at the
	date of this announcement
“Offer Share(s)”	not less than 229,154,272 but not more than 234,972,772 new Share(s) to be
	issued and allotted under the Open Offer
“Open Offer”	the proposed offer of the Offer Shares on the basis of one Offer Share for every
	two existing Shares held by the Qualifying Shareholders on the Record Date
“Prospectus”	a prospectus of the Company containing details of, among other things, the Open
	Offer
“Prospectus Documents”	the Prospectus and the application form(s) in relation to the Open Offer
“Prospectus Posting Date”	24 December 2004 or such later date as the Underwriter may agree in writing
	with the Company
“Qualifying Shareholders”	Shareholders whose names appear on the register of members of the Company at
	the close of business on the Record Date with registered addresses in the territories
	where the making of the Open Offer will not violate any relevant local laws,
	regulations and other requirements
“Record Date”	23 December 2004 or such other date as the Underwriter may agree in writing
	with the Company for the determination of entitlements of the Shareholders under
	the Open Offer
“Shareholder(s)”	holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the Company
“Share Options”	the outstanding share options granted pursuant to the terms of a share option
	scheme adopted by the Company on 8 November 1996
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Price	subscription price for the Offer Shares, being HK$0.10 per Offer Share

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Jackin International Holdings Limited – Announcement 3 December 2004

“Underwriter”

Sun Hung Kai International Limited, a deemed licensed corporation to carry out types 1, 4, 6 and 9 regulated activities under the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) and the underwriter of the Open Offer

“Underwriting Agreement”

the underwriting agreement dated 1 December 2004 entered into between the Company and the Underwriter in relation to the underwriting of the Open Offer

“HK$”

Hong Kong dollars

“%”

per cent.

By order of the Board Jackin International Holdings Limited Ho Yin King, Helena Chairman

Hong Kong, 3 December 2004

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

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Jackin International Holdings Limited – Announcement 3 December 2004