ICO Group Limited — M&A Activity 2011

Feb 1, 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)

MEMORANDUM OF UNDERSTANDING RELATING TO ACQUISITION OF A MINING ASSET

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

THE MEMORANDUM OF UNDERSTANDING

On 1 February 2011, the Subsidiary (a wholly-owned subsidiary of the Company) and the Vendors entered into a memorandum of understanding relating to the possible acquisition by the Subsidiary, and the possible disposal by the Vendors, of the Sale Shares, which represent the entire issued share capital of the Target. The purpose of the Memorandum of Understanding is to give the Subsidiary the exclusivity period of 45 business days to conduct the necessary due diligence on the Target and the PRC Company, and to allow the parties to negotiate on the terms and conditions of the sale and purchase of the Sale Shares, if the Transaction materialises. The Transaction is subject to the entering into the Formal Agreement by the parties. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Vendors and their respective ultimate beneficial owner are Independent Third Parties.

• For identification purposes only

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An exclusivity period of 45 business days from the date of signing of the Memorandum of Understanding is granted to the Subsidiary, during which the Vendors have agreed not to, and procure the Target and its directors, employees and agents not to, directly or indirectly, pursue, solicit, negotiate or enter into discussion or contract, or letter of intent or memorandum of understanding with, or provide any information to, any parties in respect of the sale by them of the Sale Shares.

BACKGROUND INFORMATION ON THE TARGET AND PRC COMPANY

The Vendors together own the entire issued share capital of the Target, and the shareholders of the Vendors together, directly and indirectly, own the entire registered capital of the PRC Company. The Target is a special purpose vehicle established by the Vendors to acquire their shareholders’ equity interests in the PRC Company. Based on the information provided by the Vendors, the PRC Company is principally engaged in the exploration, mining, processing and sale of mineral products under the mining license numbered 1500000810132 and exploration license numbered T15120080902013898 granted by the Bureau of Land and Resources of the Keshiketeng Qi（克什克騰旗）of Inner Mongolia. The mining area covered by the mining license amounts to 3.965 sq. km. and the exploration area covered by the exploration license amounts to 5.42 sq. km. The mines owned by the PRC Company are of multi-metals, principally in zinc, lead, silver and copper. The PRC Company has commenced production in December 2010, with a processing plant of designed daily capacity of 1,000 tonnes per day. Shandong Mining has been engaged to manage the production, day-to-day operation and further exploration work of the mines of the PRC Company. Shandong Mining is a subsidiary of the 新汶礦業集團 (Xin Wen Mining (Group) Co. Ltd.), a PRC state owned enterprise engaged in the mining business. Shandong Mining has a registered capital of Renminbi 622.6 million. The PRC Company is in contemplation of a shareholding restructuring involving the increase in its registered capital by way of subscription of new capital by an affiliate of Shandong Mining (the “New Shareholder”) and the transfer of the existing registered capital to the Target (the “PRC Company Restructuring”). It is further contemplated that upon completion of the PRC Company Restructuring, the PRC Company will be owned as to 70% by the Target and as to 30% by the New Shareholder.

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THE PROPOSED TRANSACTION

It is proposed that the Subsidiary will acquire an effective 70% interest in the PRC Company through the acquisition of the Sale Shares from the Vendors, subject to contract. During the exclusivity period, the Subsidiary will be allowed access to carry out necessary due diligence on the PRC Company and the Target. The Memorandum of Understanding provides that the terms and conditions of the Formal Agreement, including the consideration, the payment structure and timing of completion, will be subject to negotiation between the parties. If eventuated, the Formal Agreement will be entered into prior to the expiry of the exclusivity period, or such later day as the parties may agree. However, the entering into of the Formal Agreement is subject to:

• (i) the PRC Company having increased its registered capital and the Target having entered into necessary agreement to acquire 70% of the enlarged registered capital of the PRC Company from the shareholders of the Vendors;

• (ii) the Subsidiary having completed its preliminary due diligence on the PRC Company and having been satisfied with the results thereof; and

• (iii) the Subsidiary having received from the Vendors the production and exploration plan of the PRC Company for the year 2011.

GENERAL

The Memorandum of Understanding is not legally binding on the parties in respect of the consummation of the Transaction and/or the entering into of the Formal Agreement. Save for this, the Memorandum of Understanding is legally binding on the parties in respect of exclusivity, confidentiality, expenses, and governing law and jurisdiction.

The Memorandum of Understanding may or may not lead to the entering into of the Formal Agreement and the Transaction contemplated thereunder may or may not be consummated. In the event that the Transaction materializes, it will constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

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TERMS USED IN THIS ANNOUNCEMENT

In this announcement, unless the context requires otherwise, the following words and expressions shall have the same meanings given to them as below:

“business day”	means a day (other than a Saturday or a Sunday) on which
	banks are open for business in Hong Kong
“Company”	Guojin Resources Holdings Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed on
	the Main Board of the Stock Exchange
“Directors”	the director(s) of the Company
“Formal Agreement”	the formal sale and purchase agreement that may be entered
	into by the Subsidiary and the Vendors with respect to the
	Transaction
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	independent third party(ies) who is/are independent of and not
Party(ies)”	connected with the Company and the connected person(s) (as
	defined in the Listing Rules) of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Memorandum of	the memorandum of understanding dated 1 February 2011
Understanding”	entered into between the Subsidiary and the Vendors with
	respect to the Transaction
“PRC”	the People’s Republic of China, which for the purpose of
	this announcement excludes Hong Kong, Macau Special
	Administrative Region of the PRC and the Taiwan

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“PRC Company” 克什克騰旗金輝礦業有限公司, an entity established under the laws of the PRC “Sale Shares” shares representing the entire issued share capital of the Target “Shandong Mining” 山東礦業管理技術服務集團, an entity established under the laws of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary” Golden Passage Limited, a company incorporated in the British Virgin Islands with limited liability “Target” Smart Ascent International Limited, a company incorporated in Hong Kong with limited liability “Transaction” the possible acquisition by the Subsidiary of the Sale Shares “Vendors” together means Fortune Voyage Limited, a company incorporated in the British Virgin Islands with limited liability and Sino Rise Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability “%” per cent. “sq. km.” square kilometers

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

Hong Kong, 1 February 2011

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Mr. Ma Bo Ping, Mr. Zhou Yu Sheng, 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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