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ICO Group Limited Capital/Financing Update 2011

Sep 15, 2011

49938_rns_2011-09-14_babd5281-9249-4105-8fb8-c83746372435.pdf

Capital/Financing Update

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Excess Application Form No.

IMPORTANT

THIS FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING PAL EXPIRES AT 4:00 P.M. ON THURSDAY, 29 SEPTEMBER 2011. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS FORM, OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER, OTHER LICENSED CORPORATION, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

Reference is made to the prospectus (the “Prospectus”) issued by Guojin Resources Holdings Limited dated 15 September 2011 in relation to the Rights Issue. Terms defined in the Prospectus shall have the same meanings when used herein unless the context otherwise requires. A copy of each of the Prospectus Documents (of which this form forms part), together with the documents specified in the paragraph headed “Documents delivered to the Registrars of Companies” in Appendix III to the Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance and a copy of the Prospectus has been, or will as soon as reasonably practicable be, filed with the Registrar of Companies in Bermuda in accordance with the Companies Act. The Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility for the contents of any of these documents.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 the Prospectus Documents. Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from their respective commencement dates of dealings on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Termination of the Underwriting Agreement

The Underwriters reserve the right to terminate the Underwriting Agreement by giving a notice to the Company at any time prior to the Latest Time for Termination: (i) in the reasonable and good faith opinion of the Underwriters, the success of the Rights Issue would be materially and adversely affected by: (a) the 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 any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (b) the occurrence of any 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 thereof, of a political, military, diplomatic, financial, economic or other nature (whether or not sui generis with any of the foregoing), or in the nature of any national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (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 Underwriters make them inexpedient or inadvisable to proceed with the Rights Issue; or (e) the imposition of economic sanction or withdrawal of trading privileges, in whatever form, by the United States or by the European Union (or any member thereof) on Hong Kong or any jurisdiction relevant to the Group; or (f) a general moratorium on commercial banking activities in Hong Kong declared by the relevant authorities; or (g) any change or development involving a prospective change in taxation or exchange control (or the implementation of any exchange control) in Hong Kong or other jurisdictions relevant to the Group; or (h) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or (i) any matter or event showing any of the warranties, undertakings or provisions contained in the Underwriting Agreement to be untrue, inaccurate or misleading in any material respect when given or repeated or there has been a breach of any of the warranties, undertakings or any other provisions of the Underwriting Agreement; or (j) any breach by Mr. Yip of any provision in the Undertaking; or (k) the circular and the Prospectus Documents when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date thereof been publicly announced or published by the Company and which may in the reasonable opinion of any of the Underwriters is material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it; or (l) any event, act or omission which gives rise to any material liability of the Company arising out of or in connection with any warranties or undertakings in the Underwriting Agreement. Upon the giving of notice under the Underwriting Agreement, the Underwriting Agreement shall terminate and the obligations of the parties shall forthwith cease and be null and void and none of the parties shall have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement. Dealings in the Rights Shares in both their nil-paid form will take place from Monday, 19 September 2011 to Monday, 26 September 2011 (both dates inclusive). If the Underwriters terminate the Underwriting Agreement, or the conditions of the Rights Issue are not fulfilled or waived (as applicable), the Rights Issue will not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form up to the date when the conditions of the Rights Issue are fulfilled or waived (as applicable) (which is expected to be 5:00 p.m. on Monday, 3 October 2011) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed.

(Incorporated in Bermuda with limited liability) (Stock Code : 630) Hong Kong Branch Share Registrar: RIGHTS ISSUE OF 1,654,125,555 RIGHTS SHARES ON THE BASIS OF Tricor Standard Limited ELEVEN RIGHTS SHARES FOR EVERY TEN SHARES HELD 26th Floor ON THE RECORD DATE AT HK$0.05 PER RIGHTS SHARE Tesbury Centre PAYABLE IN FULL ON APPLICATION BY NOT LATER THAN 4:00 P.M. 28 Queen’s Road EastWanchai ON THURSDAY, 29 SEPTEMBER 2011 Hong Kong FORM OF APPLICATION FOR EXCESS RIGHTS SHARES Name(s) and address of the Qualifying Shareholder(s)

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong 15 September 2011

Application can only be made by the Qualifying Shareholder(s) named here

To: The Directors Guojin Resources Holdings Limited

Dear Sir/Madam,

excess Rights Share(s) at the Rights Issue Price of HK$0.05 per Rights Share under the Rights Issue ACCOUNT PAYEE ONLY ” issued for HK$ being payment in full

I/We, being the Qualifying Shareholder(s) named above, hereby irrevocably apply for excess Rights Share(s) at the Rights Issue Price of HK$0.05 per Rights Share under the Rights Issue in respect of which I/we enclose a separate remittance in favour of “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (EAF) ” and crossed “ ACCOUNT PAYEE ONLY ” issued for HK$ being payment in full on application for the aforementioned number of excess Rights Shares and I/we hereby request you to allot such excess Rights Shares applied for, or any lesser number, to me/us and to send by ordinary post at my/our risk to the address shown above my/our share certificate(s) for the number of additional Rights Shares as may be allotted to me/us in respect of this application and/or a cheque for any application money refundable to me/us. I/We understand that the Directors will allocate the excess Rights Shares at their sole discretion and on a fair and equitable basis on the following principles:

(i) preference will be given to applications for less than a board lot of Right Shares where it appears to the Directors that such applications are made to round up odd-lot holdings to whole-lot holdings and that such applications are not made with intention to abuse this mechanism; and

(ii) subject to availability of excess Rights Shares after allocation under principle (i) above, any further remaining excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of the excess Rights Shares applied by them (i.e. Qualifying Shareholders applying for a smaller number of excess Rights Shares are allocated with a higher percentage of successful applications but will receive a lesser number of excess Rights Shares; whereas Qualifying Shareholders applying for a larger number of excess Rights Shares are allocated with a smaller percentage of successful applications but will receive a higher number of excess Rights Shares) and with board lot allocations to be made on a best effort basis.

I/We, hereby undertake to accept such number of additional Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus Documents and subject to the memorandum of association and the bye-laws of the Company. In respect of any additional Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares (as the case may be). 1. 2. 3. 4. Signature(s) of applicant(s) (all joint applicant(s) must sign) Date: , 2011 Contact Tel No.

Date:

This form should be completed and lodged, together with payment as to HK$0.05 per Rights Share for the number of excess Rights Shares applied for, with the Registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, so as to be received by not later than 4:00 p.m. on Thursday, 29 September 2011. All remittances must be made in Hong Kong dollars and must be forwarded either by cheque drawn on an account with a licensed bank in Hong Kong or by a cashier’s order issued by a licensed bank in Hong Kong. All such cheques or cashier’s orders must be made payable to “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (EAF) ” and crossed “ ACCOUNT PAYEE ONLY ”. All enquiries in connection with this form of application for excess Rights Shares should be addressed to the Registrar at the above address.

All cheques and cashier’s orders will be presented for payment immediately following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and return of an EAF together with a cheque or cashier’s order in payment for the excess Rights Shares applied for which will constitute a warranty by the applicant(s) that the cheque or cashier’s order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any EAF in respect of which the accompanying cheque or cashier’s order is dishonoured on first presentation.

The Prospectus Documents have not been and will not be registered and/or filed under any securities or equivalent legislation of any jurisdictions other than the applicable laws in Hong Kong and Bermuda. The Prospectus (without the PAL and this EAF) is being sent to the Excluded Shareholders (if any) for their information only. Save as described under the paragraph headed “Rights of the Excluded Shareholders” in the section headed “Letter from the Board” in the Prospectus, no action has been taken by the Company to permit the offering of the Rights Issue in any territory outside Hong Kong. No person receiving a copy of the Prospectus or a PAL or an EAF and having a registered address in the register of members of the Company in any jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements. It is the responsibility of any person (including but without limitation, a nominee, agent and trustee) receiving the Prospectus Documents outside Hong Kong and wishing to make an application for the Rights Shares under the Rights Issue to satisfy himself/ herself/itself as to the full observance of the laws of the relevant territory or jurisdiction including the obtaining of any governmental or other consents for observing any other formalities which may be required in such territory or jurisdiction, and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. No application for Rights Shares will be accepted from any Excluded Shareholders. The Company reserves the right to refuse to accept any application for Rights Shares where it believes that acceptance would violate the applicable securities or other laws or regulations of any jurisdiction outside Hong Kong.

Completion and return of an EAF by any person will be deemed to constitute a representation and warranty from such person to the Company that those local laws and requirements of the relevant territory or jurisdiction have been fully complied with. If you are in doubt as to your position, you should consult your licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser. You will be notified by the Company of any allotment of excess Rights Shares made to you. If no excess Rights Share is allotted to you, a refund cheque for the full amount tendered on application will be posted to you at your own risk and, if the number of excess Rights Shares allotted to you is less than the number you applied for, a cheque for the surplus application monies will be posted to you at your own risk. Such posting is expected to take place on or before Monday, 10 October 2011. Any such cheque will be drawn in favour of the person(s) named on this form. It is expected that share certificate(s) in respect of the Rights Shares will be posted at your own risk on or before Monday, 10 October 2011.

All documents, including cheques for amounts due, will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto to their registered addresses by the Registrar. This EAF and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong.

A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATION

NO RECEIPT WILL BE GIVEN For office use only Number of excess Application number Amount paid on application Balance refunded Rights Shares applied for HK$ HK$

  • For identification purposes only