ICO Group Limited — Proxy Solicitation & Information Statement 2005

Feb 8, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in JACKIN INTERNATIONAL HOLDINGS LIMITED , you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

CHANGE OF AUDITORS

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a Special General Meeting of Jackin International Holdings Limited to be held at Conference Room, 20/F., Regency Centre, Phase I, 39 Wong Chuk Hang Road, Hong Kong on Saturday, 5 March, 2005 at 9:30 a.m. is set out on pages 4 of this circular. Whether or not the Shareholders propose to attend the meeting, they are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s principal place of business in Hong Kong at Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the meeting should they so wish.

8 February, 2005

* For identification purposes only

LETTER FROM THE BOARD

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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)

Executive Directors:

Ms. Ho Yin King, Helena (Chairman and Managing Director) Mr. Ho Fai Keung, Jacky (Joint Deputy Chairman) Mr. Low Nyap Heng

Registered Office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Independent non-executive Directors:

Mr. Li Sau Hung, Eddy Mr. Leung Ka Kui, Johnny Mr. Chan Kam Kwan, Jason

Principal place of Business:

Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong

8 February, 2005

To the shareholders of the Company and,

for information only, holders of the share options of the Company

Dear Sir or Madam

CHANGE OF AUDITORS

CHANGE OF AUDITORS

The directors (the “Directors”) of the Company proposed to change the auditors of the Company as the Company and Messrs. Deloitte Touche Tohmatsu (“DTT”), the auditors of the Company, could not reach an agreement on the audit fees for the financial year ended 31 December 2004.

DTT were re-appointed as auditors of the Company at the last annual general meeting of the Company held on 12 June 2004 to hold office until the conclusion of the next annual general meeting of the Company. The Company received a notice of resignation from DTT in respect of their resignation as auditors of the Company and its subsidiaries with effect from 28 December

* For identification purposes only

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LETTER FROM THE BOARD

1. In accordance with the Bye-Laws of the Company, if the office of auditors becomes vacant by the resignation of the auditors, the Directors shall as soon as practicable convene a special general meeting to fill the vacancy.

In the notice of resignation, DTT have confirmed that there are no circumstances connected with their resignation which they consider should be brought to the attention of the members or creditors of the Company or its subsidiaries. To the best knowledge of the Directors, there are also no circumstances in respect of the change of auditors which they consider should be brought to the attention of the shareholders of the Company.

The Directors propose to appoint Messrs. Grant Thornton (“Grant Thornton”) as auditors of the Company to fill the casual vacancy and to hold office until the conclusion of the next annual general meeting of the Company. The appointment of Grant Thornton in place of DTT is subject to approval by the shareholders of the Company at the special general meeting of the Company to be convened. DTT have not yet commenced the audit for the Company for the financial year ended 31 December 2004. It is expected that the change of auditors of the Company will not affect the audit and the release of annual results of the Company for the financial year ended 31 December 2004.

An ordinary resolution will be proposed at the special general meeting of the Company to approve the proposed change of auditors of the Company. None of the shareholders of the Company are required to abstain from voting at the special general meeting of the Company. The special general meeting of the Company is to be held at Conference Room, 20/F., Regency Centre, Phase I, 39 Wong Chuk Hang Road, Hong Kong on Saturday, 5 March, 2005 at 9:30 a.m. The notice of the special general meeting is set out herein. A form of proxy for use at the special general meeting is enclosed.

RIGHT TO DEMAND POLL

Shareholders may wish to note that, under Bye-law 66, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:–

• (i) by the chairman of such meeting; or

• (ii) by at least three members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

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LETTER FROM THE BOARD

• (iv) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

ACTION TO BE TAKEN

Whether or not you intend to attend and vote at the special general meeting, you are requested to complete and return the enclosed form of proxy to the Company’s principal place of business in Hong Kong at Unit 08, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish. In accordance with the Bye-Laws of the Company, members may demand that voting in respect of the resolution to be put to the special general meeting shall be taken on a poll. Details of those members who may demand a poll are set out in page 2 to 3 of this circular.

RECOMMENDATION

The Directors are of the opinion that the nomination and appointment of Grant Thornton as auditors of the Company is in the best interests of the Company and recommend you to vote in favour of the resolution to the proposed at the special general meeting of the Company.

Yours faithfully,

By order of the Board

Ho Yin King, Helena Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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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)

NOTICE IS HEREBY GIVEN that a special general meeting of Jackin International Holdings Limited (the “Company”) will be held at Conference Room, 20/F., Regency Centre, Phase I, 39 Wong Chuk Hang Road, Hong Kong on Saturday, 5 March, 2005 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

“ THAT Messrs. Grant Thornton, Certified Public Accountants, be and are hereby appointed as auditors of the Company to fill the casual vacancy following the resignation of Messrs. Deloitte Touche Tohmatsu and to hold office until the conclusion of the next annual general meeting of the Company at a fee to be fixed by the board of directors of the Company.”

By Order of the Board Ho Yin King, Helena Chairman

Hong Kong, 8 February, 2005

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the annual general meeting is enclosed herewith.

4. The form of proxy and the power of attorney of other authority, if any, under which it is signed or a certified copy of such power of authority must be lodged at the Company’s Hong Kong principal place of business in Hong Kong at Unit 8, 10th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, not less than 48 hours before the time appointed for holding the special general meeting or adjourned meeting (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the special general meeting or at any adjourned meeting (as the case may be) should they so wish.

5. For identification purposes only

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