ICO Group Limited — M&A Activity 2011

Nov 11, 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.

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

ANNOUNCEMENT

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Board ”) of Guojin Resources Holdings Limited (the “ Company ”) announces that the Company is in negotiation with Cambridge Endoscopic Devices, Inc. (“ CED ”) on a possible acquisition (the “ Proposed Acquisition ”) of a 51% of the equity interests in CED by way of the subscription of new common stock in CED (the “ Sale Interest ”) by a wholly owned intermediary subsidiary of the Company (the “ Purchaser ”). Established in 2004, CED is a Delaware corporation, the United States of America and is principally engaged in the design, development, marketing and manufacture of hand-held endoscopic and laparoscopic instruments. CED owns a number of intellectual proprietary rights to laparoscopic instruments it develops.

Subject to the finalization and execution of the definitive agreements relating to the Proposed Acquisition (the “ Definitive Agreements ”), it is being contemplated that in consideration for CED issuing the Sale Interest to the Purchaser, the Purchaser will agree to fund the cash needs of CED as set forth in the five-year business plan and financial projections of CED (the “ Business Plan ”) to be mutually agreed upon by the Purchaser and CED. This funding will be not less than US$10 million. It is further contemplated that the Definitive Agreements will contain provisions on minority shareholders’ protections and the acquisition by the Purchaser of the common stock held by the minority shareholders either in cash or in the shares of the Company after 31 December 2016, at a value based on the fair market value of CED as apprised by an independent firm of appraisers.

• For identification purposes only

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No binding agreement has been entered into by the parties in respect of the Proposed Acquisition. The entering into the Definitive Agreements by the parties will be subject to, among other things, the mutual agreement by the parties on the Business Plan, the due diligence by the Purchaser on the operations, financial position and assets of CED, including but not limited to the intellectual proprietary rights held by CED. If the Definitive Agreements are executed, they may constitute a notifiable transaction for the Company under the Listing Rules.

Shareholders and investors are advised to exercise caution when dealing in the shares of the Company. Shareholders should note that the Proposed Acquisition may or may not proceed and the Definitive Agreements may or may not be executed. Further announcements will be made by the Company in compliance with the Listing Rules as and when appropriate.

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

Hong Kong, 11 November 2011

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Ms. Lam Suk Ling, Shirley 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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