ICO Group Limited — Capital/Financing Update 2009

Nov 23, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

DISCLOSEABLE TRANSACTION

THE DISPOSAL

On 23 November 2009, the Vendor, a wholly owned subsidiary of the Company, entered into the Disposal Agreement, pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase the Sale Share. The Consideration is HK$60,000,000, of which HK$3,000,000 shall be payable to the Vendor (or as it may direct in writing) within 7 days upon the signing of the Disposal Agreement and the remaining balance of HK$57,000,000 shall be payable to the Vendor (or as it may direct in writing) in the ways as set out below in the section headed “Consideration and Payment Terms”.

Jackin Accessories is principally engaged in investment holding and is directly interested in the entire share capital of the BVI Subsidiary and the Macau Subsidiary respectively. As at the date of this announcement, the BVI Subsidiary is an investment holding company and the Macau Subsidiary is principally engaged in the trading of computer printing and imaging products and distribution of data media products.

The Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

• For identification purposes only

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THE DISPOSAL AGREEMENT

Date

23 November 2009

Parties

Vendor: Clearview Development Limited, a wholly owned subsidiary of the Company Guarantor: the Company Purchaser: Zhe Wei Limited, an independent third party

As informed by the Purchaser, the principal business carried on by the Purchaser is investment holding. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of the Group and independent of the connected persons (as defined in the Listing Rules) of the Group.

Asset to be disposed of

Pursuant to the Disposal Agreement, the Vendor has agreed to sell to the Purchaser the Sale Share, which are legally owned by the Vendor and beneficially owned by the Group. The Sale Share representing 100% of the issued share capital of Jackin Accessories immediately prior to the Completion.

Consideration and payment terms

The consideration of HK$60,000,000 shall be payable by the Purchaser to the Vendor (or as it may direct in writing) in the following manner:

• (i) as to HK$3,000,000 payable within 7 days upon the signing of the Disposal Agreement;

• (ii) as to HK$37,000,000 at Completion; and

• (iii) the remaining balance of HK$20,000,000 within 60 days after Completion.

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The Consideration was determined after arm’s length negotiations between the Vendor and the Purchaser and on a commercial basis with reference to an agreeable discount to the unaudited net assets value of the Disposal Group of approximately HK$75.66 million as at 31 October 2009 after taking into account that (i) the loss making position of the Disposal Group; (ii) further capital investment will be required to support the business of the Disposal Group whilst the Group intends to focus its resources to other businesses of the Group which the Directors consider to have better future prospects instead of input further resources to run a loss-making business; and (iii) the recoverability risk of the account receivable from the trade debtors if the Group ceased to run the business of the Disposal Group. The Directors consider the terms of the Disposal Agreement are fair and reasonable and are on normal commercial terms and it is in the interests of the Company and the Shareholders as a whole.

Conditions Precedent

The Disposal Agreement and the obligations of the Vendor to effect Completion are conditional upon:

• (a) all necessary approvals, consents, authorisations and licences in relation to the sale and purchase of the Sale Share contemplated under the Disposal Agreement (including but not limited to those under the Listing Rules and all relevant regulatory requirements in Hong Kong) having been obtained, complied with and satisfied;

• (b) the Purchaser having completed the due diligence on the Disposal Group and having notified the Vendor that the Purchaser is fully or substantially satisfied with the result of the due diligence;

• (c) the warranties given by the Vendor and the Company pursuant to the Disposal Agreement having remained true and accurate in all material respects;

• (d) each member in the Disposal Group having duly performed and complied with all agreements, obligations and conditions contained in the Disposal Agreement that are required to be performed or complied with by it on or before Completion; and

• (e) no material adverse change or prospective material adverse change in the Disposal Group’s business, operations, financial conditions or prospects has occurred since the date of the Disposal Agreement.

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If the above conditions precedent shall not have been fulfilled or waived by the Purchaser (if applicable) on or before 5:00 p.m. on the Longstop Date, all rights and obligations of the parties under the Disposal Agreement shall cease and terminate, and none of the parties thereto shall have any claim against the other party under the Disposal Agreement resulting from such termination save for claim (if any) in respect of such continuing provisions or any antecedent breach under the Disposal Agreement and the Company shall repay (if any) all the sums received for payment of the Consideration without any interest accrued thereon to the Purchaser.

Completion

Completion of the Disposal Agreement shall take place on the Completion Date. Upon Completion, the Purchaser will enter into a share charge in favor of the Vendor pursuant to which the Purchaser, as the then beneficial owner of the Sale Share, will charge by way of first fixed charge the Sale Share together with all its rights, title, benefits and interests therein to the Vendor as continuing security for the payment and discharge of the outstanding balance of the Consideration.

INFORMATION ON JACKIN ACCESSORIES

Jackin Accessories was incorporated in the British Virgin Islands on 22 April 1994. It is an investment holding company and its principal investment is its shareholding in the respective entire issued share capital of the BVI Subsidiary and the Macau Subsidiary. The BVI Subsidiary was incorporated in the British Virgin Islands on 8 September 2000 and is an investment holding company. The Macau Subsidiary was incorporated in Macau and is principally engaged in the trading of computer printing and imaging products and data media products.

The unaudited consolidated net assets of Jackin Accessories as at 31 December 2008 was approximately HK$95.18 million and the unaudited consolidated net assets of Jackin Accessories as at 31 October 2009 amounted to approximately HK$75.66 million. The unaudited consolidated net profit of Jackin Accessories was approximately HK$56.39 million before and after taxation and extraordinary items for the year ended 31 December 2007 and the unaudited consolidated net loss of Jackin Accessories was approximately HK$4.17 million before and after taxation and extraordinary items for the year ended 31 December 2008.

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FINANCIAL EFFECT OF THE DISPOSAL AND USE OF PROCEEDS

Assuming no material change occurs during the period between the date of the Disposal Agreement and the Completion Date, the book value of the Sale Share would remain approximately HK$75.66 million. It is estimated that the loss on the Disposal is approximately HK$15.66 million, which is calculated with reference to the difference between the Consideration and the unaudited net assets value of the Disposal Group of approximately HK$75.66 million as at 31 October 2009. It is expected that total net proceeds from the Disposal, after the deduction of related fees and expenses payable by the Vendor, would amount to approximately HK$59,600,000 (subject to audit). The Vendor intends to use the sale proceeds as general working capital of the Group, to fund the expenses incurred/to be incurred from seeking for and enquiring on investment opportunities and to fund future investments should any suitable opportunities arise. Jackin Accessories, the BVI Subsidiary and the Macau Subsidiary will cease to be subsidiaries of the Company immediately after the Completion.

REASONS FOR THE DISPOSAL

The Group is principally engaged in the trading of computer printing and imaging products and distribution of data media products.

In light of the unsatisfactory financial performance of Jackin Accessories, the Board is of the view that it is in the best interest of the Company to dispose of the Sale Share to avoid further capital injection or commitment to Jackin Accessories, which the Board foresees will be required in the near future and reallocate its resources to other businesses of the Group which the Directors consider to have better future prospects. The Board also believes that the Disposal would enable the Group to enhance its working capital position and to further improve its liquidity. The Directors consider that the terms and conditions of Disposal Agreement are fair and reasonable, and the Disposal is in the best interest of the Company and its Shareholders as a whole. Upon Completion, the Company will not have any interest, directly or indirectly, in Jackin Accessories and Jackin Accessories will cease to be a subsidiary of the Company.

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DEFINITIONS

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

• “Board” the board of Directors “Business Day” a day (excluding Saturday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for general business

• “BVI Subsidiary” Prince Diamond Co., Ltd., a wholly owned subsidiary of Jackin Accessories, and a company incorporated in the British Virgin Islands on 8 September 2000 and has at the date of the Disposal Agreement an authorized share capital of US$50,000 divided into 50,000 shares of US$1.00 each, of which 2 shares have been issued and fully paid up

• “Consideration” the total consideration of HK$60,000,000 payable by the Purchaser to the Vendor for the Sale Share

• “Company” Jackin International Holdings Limited, a company incorporated in Bermuda, the shares of which are listed on the Stock Exchange

• “Completion” completion of the sale and purchase of the Sale Share in accordance with the terms of the Disposal Agreement

• “Completion Date” means the 7th Business Day after the fulfillment of the conditions precedent

• “Director(s)”

• director(s) of the Company

• “Disposal” the disposal of the Sale Share by the Vendor to the Purchaser pursuant to the Disposal Agreement

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“Disposal Agreement”	a conditional agreement for sale and purchase dated 23
	November 2009 and entered into between the Vendor, the
	Company and the Purchaser whereby the Vendor has agreed to
	dispose of the Sale Share to the Purchaser
“Disposal Group”	Jackin Accessories, BVI Subsidiary and the Macau Subsidiary
“Group”	the Company and its subsidiaries (as defined in the Listing
	Rules)
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Jackin Accessories”	Jackin Accessories Industrial Company Limited, a company
	incorporated in the British Virgin Islands on 22 April 1994
	and a wholly-owned subsidiary of the Vendor as at the date of
	the Disposal Agreement, and has at the date of the Disposal
	Agreement an authorized share capital of US$50,000 divided
	into 50,000 shares of US$1.00 each, of which 1 share has been
	issued and fully paid up
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“Longstop Date”	the day falling upon the expiry of sixty (60) days from the date
	of the Disposal Agreement (or such later date as the Vendor and
	the Purchaser may agree in writing);
“Macau”	the Macau Special Administrative Region of the PRC
“Macau Subsidiary”	Sky City Macao Commercial Offshore Limited（天城澳門
	離岸商業服務有限公司）, a wholly owned subsidiary of
	Jackin Accessories, and a company incorporated in Macau on 9
	January 2003 and has at the date of the Disposal Agreement an
	authorized share capital of MOP$100,000 divided into 1 share
	of MOP$100,000, of which entire share have been issued and
	fully paid up

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“MOP” Macau dollars, the lawful currency of Macau “Purchaser” Zhe Wei Limited, an independent third party “Sale Share” a total of 1 issued ordinary share of par value US$1.00 in the capital of Jackin Accessories legally and beneficially owned by the Vendor, being 100% of the issued share capital of Jackin Accessories “Stock Exchange” The Stock Exchange of Hong Kong Limited “US$” United States dollars, the lawful currency of the United States of America “Vendor” Clearview Development Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company

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

Hong Kong, 23 November 2009

As at the date of this announcement, Ms. Ho Yin King, Helena, Mr. Ho Fai Keung, Jacky, Mr. Cheung Sze Ming and Mr. Yip Wai Lun, Alvin are the executive Directors and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lo Kok Kee are the independent nonexecutive Directors.

An announcement containing details of the matters is available for viewing on the website of Hong Kong Exchanges and Clearing Limited at www.hkex.com.hk under “Latest Listed Company Information” and on the website of the Company at www.irasia.com.hk/listco/hk/jackin/index.htm.

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