ICO Group Limited — Proxy Solicitation & Information Statement 2008

May 28, 2008

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)

RE-ELECTION OF DIRECTORS

GENERAL MANDATE TO ISSUE SHARES

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT

OF OPTIONS UNDER THE SHARE OPTION SCHEME INCREASE IN AUTHORISED SHARE CAPITAL

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Jackin International Holdings Limited to be held at Unit 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Saturday, 21 June 2008 at 10:00 a.m. is set out on pages 14 to 18 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.

29 May 2008

* For identification purpose only

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Refreshment of the 10% general limit on grant of
	options under the Existing Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Increase in authorised share capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Right to demand poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix	– Details of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

“AGM”	the annual general meeting of the Company to be held on
	Saturday, 21 June 2008 at 10:00 a.m.
“AGM Notice”	the notice convening the AGM as set out on pages 14 to 18
	of this circular
“Board”	the board of directors of the Company or a duly authorised
	committee thereof for the time being
“Bye-laws”	Bye-laws of the Company
“Company”	Jackin International Holdings Limited, a company
	incorporated in Bermuda with limited liability and the
	Shares of which are listed on the Stock Exchange
“Director(s)”	the director(s) of the Company for the time being
“Existing Scheme”	the share option scheme adopted by the Company on 12
	June 2004
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of The
	People’s Republic of China
“Latest Practicable Date”	23 May 2008, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Ordinary Resolutions”	the proposed ordinary resolutions set out in the AGM Notice
“Options”	the share options to subscribe for Shares granted under the
	Existing Scheme

– 1 –

	DEFINITIONS
“Participants”	any employees, business associates and trustee under the
	Existing Scheme
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share Issue Mandate”	a general mandate to the Directors to exercise the power of
	the Company to allot and issue Shares during the period as
	set out in Ordinary Resolution No. 4 in the AGM Notice up
	to 20% of the issued share capital of the Company as at the
	date of passing the Ordinary Resolution No. 4
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company (or
	of such other nominal amount as shall result from a sub-
	division, consolidation, reclassification or reconstruction of
	the share capital of the Company from time to time)
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Unlisted Warrants”	unlisted warrants of the Company in registered form issued
	on 24 March 2006 conferring rights entitling the registered
	holder(s) thereof to subscribe for up to HK$17,872,920 in
	aggregate in cash for 137,484,000 new Shares at the
	subscription price of HK$0.13 per Share (subject to
	adjustment). The outstanding amount of such unlisted
	warrants as at Latest Practicable Date is HK$8,482,500
“Warrants”	unlisted warrants of the Company in registered form
	conferring rights entitling the registered holder(s) thereof
	to subscribe for up to HK$31,200,000 in aggregate in cash
	for 56,317,689 new Shares at HK$0.554 (subject to
	adjustment) issued by the Company on 27 June 2007
	pursuant to the subscription agreement dated 14 June 2007
	entered into between the Company and Martin Currie China
	Hedge Fund L.P. The outstanding amount of such warrants
	as at Latest Practicable Date is HK$31,200,000

– 2 –

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 (Deputy Chairman) Mr. Cheung Sze Ming Ms. Lo Suk King

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

Independent Non-executive Directors:

Dr. 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

29 May 2008

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS

GENERAL MANDATE TO ISSUE SHARES REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME INCREASE IN AUTHORISED SHARE CAPITAL AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with details regarding the proposals involving the re-election of Directors at the AGM, the general mandate to issue Shares, the refreshment of the 10% general limit on grant of options under the Existing Scheme, and the increase in the authorised share capital.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

In accordance with Bye-laws 86 and 87, the Directors retiring by rotation at the AGM will be Mr. Ho Fai Keung, Jacky, Mr. Cheung Sze Ming and Dr. Li Sau Hung, Eddy who being eligible, will offer themselves for re-election. Details of the above Directors are set out in the Appendix to this circular in accordance with the relevant requirements of the Listing Rules. Resolutions will be put forward at the AGM to consider the re-election of the retiring directors.

3. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 28 June 2007, general mandate was granted to the Directors to exercise the powers of the Company to issue Shares. Under the terms of the Listing Rules and the resolution granting such mandate, the general mandate will lapse at the conclusion of the AGM, unless renewed at that meeting.

An ordinary resolution will be proposed at the AGM to grant to the Directors the Share Issue Mandate. The Shares which may be allotted and issued pursuant to the Share Issue Mandate are up to 20% of the issued share capital of the Company as at the date of passing of the resolution approving the Share Issue Mandate.

Details of the Share Issue Mandate are set out in the Ordinary Resolution No. 4 in the AGM Notice.

4. REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE EXISTING SCHEME

The Company adopted the Existing Scheme on 12 June 2004 in compliance with the amendments to the Listing Rules in respect of the share option scheme of a listed company.

Under the rules of the Existing Scheme:

• (1) the total number of Shares which may be issued upon exercise of all options to be granted under the Existing Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the total number of Shares in issue as at the date of approval of the Existing Scheme (“Scheme Mandate Limit”);

– 4 –

LETTER FROM THE BOARD

• (2) the Scheme Mandate Limit may be renewed by obtaining approval of the Shareholders in general meeting such that the total number of Shares in respect of which options may be granted by the Board under the Existing Scheme and any other share option schemes of the Company in issue shall not exceed 10% of the total number of Shares in issue as at the date of approval of the renewed limit. Options previously granted under the Existing Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the Existing Scheme or exercised options) will not be counted for the purpose of calculating such 10% renewed limit; and

• (3) notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Existing Scheme and any other share option schemes of the Company shall not exceed 30% of the Shares in issue from time to time (the “Overall Limit”).

As at 12 June 2004, being the date of approving the Existing Scheme, the total number of issued Shares was 458,308,545 Shares and the Scheme Mandate Limit was 45,830,854 Shares, representing 10% of the Shares in issue as at the date of approving the Existing Scheme.

At the annual general meeting of the Company held on 25 June 2005, the Scheme Mandate Limit was further refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approving the refreshment, which amounted to 68,746,281 Options.

As at the Latest Practicable Date, the Company has granted an aggregate of 67,800,000 Options under the Existing Scheme pursuant to the Scheme Mandate Limit as refreshed on 25 June 2005, of which 6,150,000 Options were exercised, no Options were lapsed, and 38,000,000 Options were cancelled under the Scheme Mandate Limit as refreshed on 25 June 2005. Therefore, as at the Latest Practicable Date, there are 23,650,000 Options outstanding and unexercised under the Scheme Mandate Limit as refreshed on 25 June 2005 to which holders were entitled to subscribe for 23,650,000 Shares.

– 5 –

LETTER FROM THE BOARD

Details of the refreshment of the Scheme Mandate Limit and movements of Options granted under the Existing Scheme are summarized as follows:

SCHEME MANDATE LIMIT	SCHEME MANDATE LIMIT	DETAILS OF MOVEMENTS	DETAILS OF MOVEMENTS	DETAILS OF MOVEMENTS	OF OPTIONS GRANTED	OF OPTIONS GRANTED	OF OPTIONS GRANTED
	Number of Options						Number of
	representing 10% of						Options
	the issued share capital						outstanding
	of the Company as at						as at the
	the date of adoption						Latest
Date of adoption of	of the Existing						Practicable
Existing Scheme	Scheme/approval		**Number of **	**Number of **	**Number of **	Number of	Date (the
(A)/approval for	for refreshment	Date of	Options	Options	Options	**Options **	“Remaining
refreshment (R)	(as the case may be)	grant	granted	exercised	lapsed	cancelled	Options”)
12/06/2004 (A)	45,830,854	25/01/2005	45,829,766	30,790,000	200,000	–	14,839,766
25/06/2005 (R)	68,746,281	03/05/2007	29,800,000	6,150,000	–	–	23,650,000
		05/07/2007	24,000,000	–	–	24,000,000	–
		06/09/2007	14,000,000	–	–	14,000,000	–
	114,577,135		113,629,766	36,940,000	200,000	38,000,000	38,489,766

As approximately 98.62% of the Scheme Mandate Limit of 68,746,281 Options as refreshed on 25 June 2005 has been depleted, the Directors are of the view that in order to provide incentives and rewards to the Participants for their contribution to, and continuing efforts to promote the interests of, the Group by granting Options to them, the Scheme Mandate Limit shall be refreshed to provide the Company with greater flexibility.

As at the Latest Practicable Date, there were 796,636,817 Shares in issue. Assuming there is no further allotment and issue or repurchase of Shares between the Latest Practicable Date and the date of the AGM, upon the passing of the resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM, the Scheme Mandate Limit will be refreshed to 79,663,681 Shares only. On the basis of the Scheme Mandate Limit of 79,663,681 Shares (as refreshed) and the Remaining Options, the Company will be allowed to allot and issue a maximum of 118,153,447 Shares, representing approximately 14.83% of the Shares in issue as at the Latest Practicable Date (the “Available Limit”). To the extent that there are any unutilized Options under the Scheme Mandate Limit as initially approved by the Shareholders at the time of adoption of the Share Option Scheme on 12 June 2004 and the further refreshment of the Scheme Mandate Limit as approved by the Shareholders on 25 June 2005, all such unutilized Options will be considered as lapsed upon the approval of the refreshment of the Scheme Mandate Limit at the AGM and the Company will not be allowed to grant any further Options pursuant thereto.

– 6 –

LETTER FROM THE BOARD

On the basis of 796,636,817 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 238,991,045 Shares. Accordingly, the Available Limit arising from the Scheme Mandate Limit (as refreshed) does not exceed the 30% Overall Limit as at the Latest Practicable Date.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, as at the Latest Practicable Date, none of the grantees under the Share Option Scheme has been granted with Options which exceed the limit of 1% of the Shares in issue in any 12month period as set out in Rule 17.03(4) of the Listing Rules and none of the Directors, chief executive or substantial shareholders of the Company (as defined in the Listing Rules), or any of their respective associates has been granted with Options which would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant representing an aggregate over 0.1% of the Shares in issue and having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million as set out in Rule 17.04(1) of the Listing Rules.

The refreshment of the Scheme Mandate Limit is conditional upon:

1. the passing by the Shareholders of an ordinary resolution at the AGM to approve the refreshment of the Scheme Mandate Limit; and

2. the Listing Committee granting the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of Options to be granted under the Scheme Mandate Limit as refreshed.

Application will be made to the Listing Committee for the grant of listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of Options to be granted under the Scheme Mandate Limit as refreshed.

5. INCREASE IN AUTHORISED SHARE CAPITAL

It will be proposed at the AGM that an ordinary resolution to increase the authorised share capital of the Company from HK$100,000,000 comprising 1,000,000,000 Shares to HK$200,000,000 comprising 2,000,000,000 Shares.

The increase in the authorised share capital will create sufficient number of unissued Shares to facilitate the issue of new Shares upon the exercise of (i) the options which remain outstanding as at the Latest Practicable Date; (ii) the new options which may be granted following the approval of the refreshment of the 10% general limit on grant of options under the Existing Scheme at the AGM; (iii) the subscription rights attaching to the Unlisted Warrants; (iv) the subscription rights attaching to the Warrants, and (v) a reserve for future issue of Shares.

– 7 –

LETTER FROM THE BOARD

6. ANNUAL GENERAL MEETING

On pages 14 to 18 of this circular, you will find the AGM Notice setting out the relevant resolutions which will be proposed to approve the re-election of the retiring Directors, the Share Issue Mandate, the refreshment of the Scheme Mandate Limit and the increase in the authorised share capital.

7. 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 authorised 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 authorised 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

• (iv) by a member or members present in person or in the case of a member being a corporation by its duly authorised 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.

8. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s principal place of business 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 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

– 8 –

LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors believe that the re-election of Directors, the Share Issue Mandate, the refreshment of the Scheme Mandate Limit and the increase in the authorised share capital are all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions set out in the AGM Notice.

Yours faithfully, By Order of the Board Ho Yin King, Helena Chairman

– 9 –

DETAILS OF DIRECTORS

APPENDIX

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on Saturday, 21 June 2008:

Mr. Ho Fai Keung, Jacky

Mr. Ho, aged 45, is a co-founder of the Group and the Deputy Chairman and an Executive Director of the Company. He is responsible for marketing of the Group’s products. Mr. Ho is the brother of Ms. Ho Yin King, Helena and the husband of Ms. Lo Suk King, both being Executive Directors of the Company.

There is a service agreement between the Company and Mr. Ho. Under the service agreement, Mr. Ho is appointed for a period of one year commencing on 1 January 2008 and expiring on 31 December 2008. He was entitled to the following director’s fees and emoluments for 2007:

Fees Other emoluments Salaries and other benefits Contributions to retirement benefits schemes Equity – settled share-based payments	HK$ – 4,593,000 12,000 –
	4,605,000

The emoluments of Directors are determined by the Board having regard to the Remuneration Committee’s recommendation and with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

– 10 –

DETAILS OF DIRECTORS

APPENDIX

As at the Latest Practicable Date, Mr. Ho has the following interests or short position in the Shares, underlying shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO:

Long Positions

• (a) Shares and underlying shares of the Company

			Number of		Percentage
	Number of		underlying		of the
	ordinary shares		shares		issued share
	Personal	Corporate	held under		capital of
Capacity	interests	interests	Share Options	Total	the Company
Beneficial owner and	20,538,000	178,194,000	6,872,628	205,604,628	25.81%
interest of controlled
corporation

• (b) Shares of associated corporations

Jackin Video Cassette (Taiwan) Limited Jackin Magnetic Company Limited Jackin Video Cassette Co. Limited	Capacity beneficial owner	Number of shares held 4	Approximately percentage of interests
			0.0002% Number of non-voting deferred shares held 3,200 shares of HK$100 each 340,000 shares of HK$1 each

Save as disclosed herein, (i) Mr. Ho does not hold any directorship in other listed public companies in the last three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rules 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 11 –

DETAILS OF DIRECTORS

APPENDIX

Mr. Cheung Sze Ming

Mr. Cheung, aged 39, is an Executive Director of the Company. Mr. Cheung is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a Fellow Member of the Association of Chartered Certified Accountants and holds a Bachelor Degree in Accountancy from the Hong Kong Polytechnic University. He joined the Group in 2001 and is currently the Finance Director of the Group responsible for financial control and treasury function over the Group. Mr. Cheung has over 16 years’ working experience in international audit firm and listed companies.

There is a service agreement between the Company and Mr. Cheung. Under the service agreement, Mr. Cheung is appointed for a period of one year commencing on 1 January 2008 and expiring on 31 December 2008. He was entitled to the following director’s fees and emoluments for 2007:

Fees Other emoluments Salaries and other benefits Contributions to retirement benefits schemes Equity-settled share-based payments	HK$ – 2,072,000 12,000 271,000
	2,355,000

The emoluments of Directors are determined by the Board having regard to the Remuneration Committee’s recommendation and with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Cheung does not have any interests or short position in the share capital of the Company within the meaning of Part XV of the SFO, other than the share options granted to him under the Existing Scheme entitling him to subscribe for 628 Shares.

Save as disclosed herein, (i) Mr. Cheung does not hold any directorship in other listed public companies in the past three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rules 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 12 –

DETAILS OF DIRECTORS

APPENDIX

Dr. Li Sau Hung, Eddy

Dr. Li, aged 53, is an Independent Non-executive Director, an Audit Committee member and a Remuneration Committee member of the Company. Dr. Li has over 20 years’ experience in the manufacturing industry. He is a member of the Chinese People’s Political Consultative Committee and the president of Hong Kong Economic & Trade Association. He holds a Master Degree in Business Administration and a PhD Degree in economics. He was elected one of the Ten Outstanding Young Persons in Hong Kong in 1991 and the Winner of Young Industrialist Awards of Hong Kong 1993. Dr. Li is currently an independent non-executive director of Midas International Holdings Limited, Oriental Watch Holdings Limited and Man Yue International Holdings Limited, all of which companies are listed on the Stock Exchange.

There is no service contract between the Company and Dr. Li. No terms have been fixed for Dr. Li’s length of service with the Company, but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. Dr. Li was entitled to the following director’s fee and emoluments for 2007:

Fees Other emoluments Salaries and other benefits Contributions to retirement benefits schemes Equity-settled share-based payments	HK$ 300,000 – – 180,000
	480,000

The emoluments of Directors are determined by the Board with reference to the Remuneration Committees recommendation and with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Dr. Li does not have any interests or short position in the share capital of the Company within the meaning of Part XV of the SFO, other than the share options granted to him under the Existing Scheme entitling him to subscribe for 1,542 Shares.

Save as disclosed herein, (i) Dr. Li does not hold any directorship in other listed public companies in the last three years or any position in the Group, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [162 x 34] intentionally omitted <==

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 the Annual General Meeting of the Company will be held at Unit 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Saturday, 21 June 2008 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without modifications:

As ordinary business:

1. To receive and adopt the audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 December 2007.

2. To re-elect the retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration.

3. To re-appoint Messrs. KPMG as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

As special business:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

* For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company or (iii) the exercise of any options granted under the share option scheme of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or its Bye-laws to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate such other securities) (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of HK$0.10 each (the “Shares”) in the capital of the Company to be issued pursuant to the exercise of options which may be granted under the share option scheme adopted by the Company on 12 June 2004 (the “Existing Scheme”), the refreshment of the general limit under clause 9.1(i)(b) of the Existing Scheme be and is hereby approved provided that (i) the total number of Shares in respect of which options may be granted under the Existing Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution, and (ii) options previously granted under the Existing Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed in accordance with the terms of the Existing Scheme or exercised options) will not be counted for the purpose of calculating the 10% refreshed limit and that the Board of Directors of the Company be and is hereby authorised to offer or grant options pursuant to the Existing Scheme subject to the 10% refreshed limit and to exercise all powers of the Company to allot and issue Shares upon the exercise of such options.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) the authorised share capital of the Company be increased from HK$100,000,000 to HK$200,000,000 by the creation of an additional 1,000,000,000 Shares ranking pari passu with all the existing Shares of the Company of par value HK$0.10 each (the “Proposed Increase in Authorised Share Capital”); and

3. (b) any one or more of the Directors be and is/are hereby authorised for and on behalf of the Company to execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed by him/them in their absolute discretion to be necessary or appropriate in connection with or incidental to, ancillary to or in connection with the matters contemplated in and/or to carry out the purposes and intent thereof of the Proposed Increase in Authorised Share Capital.”

By Order of the Board Ho Yin King, Helena Chairman

29 May 2008

Principal place of business:

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

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NOTICE OF ANNUAL GENERAL MEETING

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 principal place of business 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 annual 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 annual general meeting or at any adjourned meeting (as the case may be) should they so wish.

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