ICO Group Limited — Capital/Financing Update 2011

Oct 7, 2011

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Guojin Resources Holdings Limited.

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

(1) RESULTS OF THE RIGHTS ISSUE; (2) CAPITAL REORGANISATION BECOMING EFFECTIVE; (3) COMPLETION OF THE REDEMPTION AND THE ACQUISITION; AND

(4)ADJUSTMENTS TO THE SHARE OPTIONS, CONVERSION PRICE OF THE CONVERTIBLE NOTES AND ISSUE PRICE OF THE PERFORMANCE INCENTIVE SHARES

RESULTS OF THE RIGHTS ISSUE

As all the conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters at or before 5:00 p.m. on Tuesday, 4 October 2011, the Underwriting Agreement became unconditional in all respects at 5:00 p.m. on Tuesday, 4 October 2011.

As at 4:00 p.m. on Friday, 30 September 2011, being the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares, 60 valid acceptances of provisional allotments were received for a total of 145,664,800 Rights Shares, representing approximately 8.81% of the total number of 1,654,125,555 Rights Shares being offered under the Rights Issue, and 4 valid applications for excess Rights Shares were received for a total of 843,700 Rights Shares, representing approximately 0.05% of the total number of Rights Shares being offered under the Rights Issue. In aggregate, 64 valid acceptances and applications in respect of 146,508,500 Rights Shares, representing approximately 8.86% of the total number of Rights Shares being offered under the Rights Issue, have been received.

• For identification purposes only

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The Rights Issue was under-subscribed by 1,507,617,055 Rights Shares. In accordance with the terms of the Underwriting Agreement, Mr. Yip has subscribed for the untaken 896,589,220 Rights Shares and Kingsway has procured the Subscribers to subscribe for the remaining untaken 611,027,835 Rights Shares. To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, each of the Subscribers and their respective ultimate beneficial owners (if any) are Independent Third Parties.

It is expected that the share certificates for all fully-paid Rights Shares will be posted to the allottees and those entitled thereto by ordinary mail at their own risks to their registered addresses on Tuesday, 11 October 2011.

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 13 October 2011.

CAPITAL REORGANISATION BECOMING EFFECTIVE

The Capital Reorganisation has become effective on Tuesday, 4 October 2011. The Shareholders may submit their existing certificates for the Shares to the Registrar in exchange for certificates for the New Shares free of charge during the period from Thursday, 6 October 2011 to Monday, 7 November 2011. After the expiry of such period, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 per share certificate (or such higher amount as allowed by the Stock Exchange from time to time). Existing certificates for the Shares will cease to be valid for trading but will continue to be good evidence of legal title to the New Shares.

COMPLETION OF THE REDEMPTION

Completion of the Redemption Agreements is expected to take place on Monday, 10 October 2011 when the Redemption Shares will be issued and allotted by the Company to the Ugent Bondholders, as a result of which there will be no Ugent Bonds outstanding.

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COMPLETION OF THE ACQUISITION

The Acquisition Agreement will also be completed on Monday, 10 October 2011 when the Convertible Notes will be issued by the Company in favour of the Vendors or their nominee(s).

ADJUSTMENTS TO THE SHARE OPTIONS, CONVERSION PRICE OF THE CONVERTIBLE NOTES AND ISSUE PRICE OF THE PERFORMANCE INCENTIVE SHARES

As a result of the Rights Issue and the Redemption, adjustments will be made to (i) the exercise price and number of the Share Options; (ii) the conversion price of the Convertible Notes in accordance with its terms; and (iii) the issue price of the Performance Incentive Shares in accordance with the terms of the Performance Incentive Agreement.

Reference is made to the prospectus of Guojin Resources Holdings Limited (the “Company”) dated 15 September 2011 (the “Prospectus”) in relation to the Rights Issue of 1,654,125,555 Rights Shares on the basis of 11 Rights Shares for every 10 Shares held on the Record Date at HK$0.05 per Rights Share and the announcement of the Company dated 29 September 2011 in relation to the revised timetable for the Capital Reorganisation and the Rights Issue.

Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE

As at 4:00 p.m. on Friday, 30 September 2011, being the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares, 60 valid acceptances of provisional allotments were received for a total of 145,664,800 Rights Shares, representing approximately 8.81% of the total number of 1,654,125,555 Rights Shares being offered under the Rights Issue, and 4 valid applications for excess Rights Shares were received for a total of 843,700 Rights Shares, representing approximately 0.05% of the total number of Rights Shares being offered under the Rights Issue. In aggregate, 64 valid acceptances and applications in respect of 146,508,500 Rights Shares, representing approximately 8.86% of the total number of Rights Shares being offered under the Rights Issue, have been received.

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All the 843,700 excess Rights Shares have been allotted to Shareholders lodging valid applications therefor and each of them has been allotted with the number of Rights Shares for which it has validly applied.

Underwriting Agreement

As all conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters at or before 5:00 p.m. on Tuesday, 4 October 2011, the Underwriting Agreement became unconditional in all respects at 5:00 p.m. on Tuesday, 4 October 2011. The Rights Issue was under-subscribed by 1,507,617,055 Rights Shares. In accordance with the terms of the Underwriting Agreement, Mr. Yip has subscribed for the untaken 896,589,220 Rights Shares and Kingsway has procured subscribers (the “Subscribers”) to subscribe for the remaining untaken 611,027,835 Rights Shares. To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, each of the Subscribers and their respective ultimate beneficial owners (if any) are Independent Third Parties.

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Changes in shareholding structure of the Company

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, the following is a summary of the shareholding structure of the Company (i) immediately before the completion of the Redemption and the Rights Issue; and (ii) immediately after the issue of the Redemption Shares and the Rights Shares:

Mr. Leung Ka Kui, Johnny (Note 1) Mr. Yip Wai Lun, Alvin and his associates (Note 2) Vendor 1 Total Vendors Ugent Bondholder 1 Ugent Bondholder 2 Ugent Bondholder 3 Ugent Bondholder 4 Ugent Bondholder 5 Ugent Bondholder 6 Subscribers (Note 3) Other public Shareholders Total Total public Shareholders (Note 3)	Immediately before the completion of the Redemption and the Rights Issue Number of Shares % 290,000 0.02 3,000,000 0.20 1,790,000 0.12 4,790,000 0.32 – – – – – – – – – – – – – – 1,498,670,505 99.66 1,503,750,505 100.00 1,498,670,505 99.66	Immediately after the issue of the Redemption Shares and the Rights Shares Number of Shares % 290,000 0.01 902,889,220 12.35 1,790,000 0.03 904,679,220 12.38 2,181,160,000 29.84 820,866,667 11.23 328,346,667 4.49 328,346,667 4.49 328,346,667 4.49 164,173,333 2.25 611,027,835 8.36 1,641,879,005 22.46 7,309,116,061 100.00 3,402,120,174 46.54

Notes:

1. Mr. Leung Ka Kui, Johnny is an independent non-executive Director.

2. Mr. Yip’s associates include Vendor 3 and Mr. Lai. These 3,000,000 Shares are held by Vendor 3 which is owned as to 46.25% by Vendor 1, 46.25% by Mr. Yip and 7.5% by Mr. Lee. The ultimate beneficial owner of Vendor 4, Mr. Lai, is an associate of Mr. Yip.

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1. To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, each of Subscribers and their respective ultimate beneficial owners (if any) are Independent Third Parties.

Despatch of share certificates for the Rights Shares

It is expected that the share certificates for all fully-paid Rights Shares will be posted to the allottees and those entitled thereto by ordinary mail at their own risks to their registered addresses on Tuesday, 11 October 2011.

Commencement of dealings in the Rights Shares

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 13 October 2011.

CAPITAL REORGANISATION BECOMING EFFECTIVE

The Capital Reorganisation has become effective on Tuesday, 4 October 2011. The Shareholders may submit their existing certificates for the Shares to the Registrar in exchange for certificates for the New Shares free of charge during the period from Thursday, 6 October 2011 to Monday, 7 November 2011. After the expiry of such period, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 per share certificate (or such higher amount as allowed by the Stock Exchange from time to time). Existing certificates for the Shares will cease to be valid for trading but will continue to be good evidence of legal title to the New Shares.

COMPLETION OF THE REDEMPTION

Completion of the Redemption Agreements is expected to take place on Monday, 10 October 2011 when the Redemption Shares will be issued and allotted by the Company to the Ugent Bondholders, as a result of which there will be no Ugent Bonds outstanding.

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COMPLETION OF THE ACQUISITION

As all the conditions set out in the Acquisition Agreement had been fulfilled, completion of the Acquisition Agreement is expected to take place on Monday, 10 October 2011 when the Convertible Notes will be issued by the Company in favour of the Vendors or their nominee(s). The conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares will be adjusted as a result of the Rights Issue and the Redemption as described below. Following completion of the Acquisition Agreement, the Target Companies will become indirect wholly owned subsidiaries of the Company and their financial results, assets and liabilities will be consolidated into the Group’s financial statements.

ADJUSTMENTS TO THE SHARE OPTIONS, CONVERSION PRICE OF THE CONVERTIBLE NOTES AND ISSUE PRICE OF THE PERFORMANCE INCENTIVE SHARES

Adjustments to the Share Options

Upon the Capital Reorganisation becoming effective and completion of the Rights Issue, the exercise price and number of New Shares to be issued under the outstanding Share Options will be adjusted pursuant to the terms of the share option scheme of the Company. The adjusted exercise price of and the adjusted number of New Shares to be issued under the outstanding Share Options are as follows:

				Adjusted
			Number of	number of
			Shares to be	New Shares to be
		Adjusted	issued upon	issued upon
	Exercise	exercise	exercise of	exercise of
	price per	price per	Share Options	Share Options
	Share before	New Share after	before	after
	the Capital	the Capital	the Capital	the Capital
	Reorganisation	Reorganisation	Reorganisation	Reorganisation
	becoming	becoming	becoming	becoming
	effective and	effective and	effective and	effective and
	completion of	completion of	completion of	completion of
Exercise period	the Rights Issue	the Rights Issue	the Rights Issue	the Rights Issue
25 January 2005
– 24 January 2015	HK$0.158	HK$0.1629	192,340	186,570
29 January 2010
– 28 January 2012	HK$0.786	HK$0.8103	55,710,000	54,038,700
6 May 2011 – 5 May 2013	HK$0.2034	HK$0.2097	20,000,000	19,400,000

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The Company’s auditor has carried out certain agreed upon procedures in accordance with Hong Kong Standard on Related Services 4400 “Engagements to Perform Agreed-Upon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants in respect of the adjustments to the exercise price of and the number of New Shares that can be subscribed for under the outstanding Share Options and issued a report of factual findings to the Board stating that the calculations of the adjustments are arithmetically accurate and have satisfied the requirements set out in Rule 17.03(13) of the Listing Rules.

Adjustments to conversion price of the Convertible Notes and issue price of the Performance Incentive Shares

Pursuant to the terms of the Convertible Notes, the conversion price of the Convertible Notes will be adjusted from HK$0.105 per Conversion Share to HK$0.05 per Conversion Share as a result of the Rights Issue and the Redemption.

Pursuant to the Performance Incentive Agreement, the issue price of the Performance Incentive Shares will be adjusted from HK$0.105 per Performance Incentive Share to HK$0.05 per Performance Incentive Share as a result of the Rights Issue and the Redemption.

Optima Capital Limited has certified the above adjustments to the conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares.

By Order of the Board Guojin Resources Holdings Limited Yip Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 7 October 2011

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Ms. Lam Suk Ling, Shirley and Mr. Lee Cheuk Yin, Dannis are the executive Directors and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the independent non-executive Directors.

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