ICO Group Limited — Proxy Solicitation & Information Statement 2009

Nov 19, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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)

REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Terms used on this cover shall have the same meanings as those defined in this circular.

A letter from the Independent Board Committee is set out on page 9 of this circular. A letter from Veda Capital, the independent financial adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 15 of this circular.

A notice convening the SGM to be held at 10 a.m. on Saturday, 5 December 2009, at Unit 3203, 32nd Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong is set out on pages 16 to 18 of this circular. Whether or not you are able to attend and vote at the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

20 November 2009

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from Veda Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

“associates”	has the meaning as defined in the Listing Rules
“Board”	the board of Directors
“Bye-laws”	the existing 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
“Convertible Notes”	the two-year convertible notes issued by the Company to
	Mr. Xie Song Guang pursuant to a subscription agreement
	dated 28 August 2009
“Director(s)”	director(s) of the Company for the time being
“Existing General Mandate”	the general mandate granted by the Shareholders to the
	Directors pursuant to an ordinary resolution passed at the
	Company’s annual general meeting on 18 July 2009 to allot
	and issue up to 204,607,363 new Shares, representing 20%
	of the aggregate nominal amount of the share capital of the
	Company in issue on that date
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Board Committee”	an independent committee of the Board comprising all the
	independent non-executive Directors, namely Mr. Leung Ka
	Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lo Kok
	Kee, established to advise the Independent Shareholders in
	relation to the proposed grant of the New General Mandate
“Independent Shareholders”	Shareholders other than the Directors (excluding the
	independent non-executive Directors) and the chief
	executive of the Company and their respective associates

– 1 –

DEFINITIONS

“Latest Practicable Date”	19 November 2009, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information for the purpose of inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Ho”	Mr. Ho Fai Keung, Jacky, the Deputy Chairman of the
	Board and an executive Director
“Ms. Ho”	Ms. Ho Yin King, Helena, the Chairman of the Board and
	an executive Director
“New General Mandate”	the general mandate proposed to be sought at the SGM
	to authorise the Directors to allot, issue and deal with
	Shares not exceeding 20% of the issued share capital of the
	Company as at the date of the SGM
“SGM”	the special general meeting of the Company to be held at
	10 a.m. on Saturday, 5 December 2009, at Unit 3203, 32nd
	Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong to
	consider and approve, among other things, the refreshment
	of the New General Mandate
“Shareholder(s)”	holder(s) of the Share(s)
“Share(s)”	the ordinary share(s) of nominal value of HK$0.10 each in
	the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sun Union”	Sun Union Enterprises Limited, a wholly-owned subsidiary
	of Complete Associates Limited, which was beneficially
	owned as to approximately 61.8% by Ms. Ho and as to
	approximately 38.2% by Mr. Ho as at the Latest Practicable
	Date
“U.S.”	the United States of America

– 2 –

DEFINITIONS

“Veda Capital” Veda Capital Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activity as defined under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the New General Mandate “Warrants” unlisted outstanding warrants of the Company conferring rights entitling the holder(s) thereof to subscribe for up to HK$20,698,000 in aggregate in cash for 37,361,011 new Shares at HK$0.554 per Share (subject to adjustments), further details of which are set out in the announcement of the Company dated 21 June 2007 “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “%” per cent.

– 3 –

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: Ho Yin King, Helena (Chairman and Managing Director) Ho Fai Keung, Jacky (Deputy Chairman) Cheung Sze Ming Yip Wai Lun, Alvin

Independent Non-executive Directors: Leung Ka Kui, Johnny Chan Kam Kwan, Jason Lo Kok Kee

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Unit 8, 10th Floor, Riley House 88 Lei Muk Road, Kwai Chung New Territories, Hong Kong

20 November 2009

To the Shareholders and, for information only, holders of the Warrants and the Convertible Notes

Dear Sir or Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

At the forthcoming SGM to be held on 5 December 2009, the Directors would put forward to the Independent Shareholders for approval the proposal to grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM.

The purpose of this circular is to provide you with, among other things: (i) the details of the New General Mandate; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the proposed grant of the New General Mandate; (iii) the advice from Veda Capital to the Independent Board Committee and the Independent Shareholders as regards the grant of the New General Mandate; and (iv) the notice of the SGM.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

REFRESHMENT OF THE EXISTING GENERAL MANDATE

Existing General Mandate

At the annual general meeting of the Company held on 18 July 2009, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with up to 204,607,363 Shares, which is equivalent to 20% of the then issued share capital of the Company.

As announced by the Company on 28 August 2009 (the “Subscription Announcement”), the Company has entered into a subscription agreement dated 28 August 2009 with Mr. Xie Song Guang (the “Subscriber”), pursuant to which the Company issued to the Subscriber the Convertible Notes at the principal amount of HK$50,000,000. The net proceeds from the subscription of the Convertible Notes of approximately HK$49,800,000 were intended to be used for (i) repayment of certain bank loans and other borrowings of the Group; (ii) general working capital; and (iii) business development. As at the Latest Practicable Date, the Group had utilised approximately HK$40,000,000 for repayment of certain bank and other borrowings of the Group, as to approximately HK$5,000,000 for general working capital and as to approximately HK$2,000,000 for business development. The Group will apply the remaining approximately HK$3,000,000 for business development.

Assuming the conversion rights attaching to the Convertible Notes are exercised in full at the initial conversion price of HK$0.25 per conversion share, a total of 200,000,000 new Shares will fall to be issued to the Subscriber under the Existing General Mandate, representing approximately 97.75% of the Existing General Mandate. As at the Latest Practicable Date, pursuant to the Existing General Mandate, the Company will only be able to further issue, allot and deal with up to 4,607,363 Shares, representing approximately 2.25% of the Existing General Mandate.

Reasons for and benefits of the proposed grant of the New General Mandate

The Group is principally engaged in the operations of remanufactured/recycled toner cartridge production, computer media production and media products distribution businesses and related businesses and activities with its major markets in the U.S., Europe and Asia Pacific. As stated in the Subscription Announcement, it is the Group’s strategy to expand through mergers and acquisitions in addition to organic growth of its existing business and the Group was exploring a few investment opportunities. On 9 November 2009, the Company further announced that the Company has entered into a non-legally binding agreement on 3 November 2009 (as supplemented on 8 November 2009) with two parties regarding a possible acquisition (the “Possible Acquisition”) of the rights and interests together with the obligations under a sale and purchase agreement in relation to the acquisition of a 65% shareholding interest in a company holding mining resources in the U.S.. The Possible Acquisition is subject to, among other things, the signing of a formal agreement. As at the Latest Practicable Date, the Company was still enquiring on the Possible Acquisition and negotiating with the vendors on the terms of the formal agreement.

– 5 –

LETTER FROM THE BOARD

The Company has been exploring other investment opportunities in addition to the Possible Acquisition, and the Company will continue seeking for further opportunities. Although there is no certainty that any of the aforesaid investment opportunities (including the Possible Acquisition) will materialise, the Directors propose to seek the Independent Shareholders’ approval to grant the New General Mandate which will provide them with the flexibility necessary to raise capital by issue of new Shares in a timely manner to capture fund raising opportunities when the equity market is active. If the New General Mandate is granted and new capital is raised by utilising the New General Mandate, the Directors intend to first apply the proceeds to fund the expenses incurred/to be incurred from seeking for and enquiring on investment opportunities and for general working capital purposes and apply the remaining proceeds to fund future investments should any suitable opportunities arise. The Group currently does not have any concrete plan in respect of the utilisation of the New General Mandate and the proceeds that may arise therefrom, the Company will provide the Shareholders with details of the specific use of proceeds upon issue of new Shares under the New General Mandate.

In view of the above, the Directors consider that the proposed grant of the New General Mandate is in the interest of the Company and the Shareholders as a whole.

The New General Mandate

The Board proposes to grant the New General Mandate to allow the Directors to issue, allot or otherwise deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM.

Based on the 1,055,737,495 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued and/or repurchased by the Company prior to the SGM, subject to the passing of the relevant ordinary resolution to approve the New General Mandate at the SGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 211,147,499 Shares under the New General Mandate, representing 20% of the Shares in issue as at the Latest Practicable Date.

The New General Mandate will, if granted, remain effective until 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 to be held by Bermuda law or the Bye-Laws; and (iii) the revocation or variation of the New General Mandate by the passing of an ordinary resolution by the Shareholders in general meeting.

– 6 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

As the refreshment of New General Mandate is being proposed prior to the next annual general meeting of the Company, it is subject to the requirements under Rule 13.36(4) of the Listing Rules. Pursuant to Rule 13.36(4)(a) of the Listing Rules, the grant of the New General Mandate requires the approval of the Independent Shareholders and the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour at the SGM. As at the Latest Practicable Date, the Company did not have any controlling Shareholder. Therefore, Ms. Ho, Mr. Ho, Mr. Cheung Sze Ming and Mr. Yip Wai Lun, Alvin, all being executive Directors, and their respective associates including Sun Union, whom together held 237,887,000 Shares (representing 22.53% of the issued share capital of the Company as at the Latest Practicable Date), are required to abstain from voting in favour at the SGM. In accordance with the requirements of Rule 13.39(4) of the Listing Rules, all votes at the SGM will be taken by poll. An announcement on the poll results will be made by the Company after the SGM.

SGM

The SGM will be held at 10 a.m. on Saturday, 5 December 2009 at Unit 3203, 32nd Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong to consider the relevant resolution in connection with the grant of the New General Mandate. A notice of the SGM is set out on pages 16 to 18 of this circular and a form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

RECOMMENDATION

The Directors are of the opinion that the terms of the New General Mandate are fair and reasonable and the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

– 7 –

LETTER FROM THE BOARD

The Independent Board Committee has been formed to advise the Independent Shareholders in connection with the proposed grant of the New General Mandate and Veda Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. The Independent Board Committee, having taken into account the advice of Veda Capital, considers the New General Mandate is in the interests of the Company and the Shareholders as a whole, and is fair and reasonable. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM to approve the grant of the New General Mandate.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this circular misleading.

CONSENT

Veda Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter set out therein and reference to its name in the form and context in which they respectively appear.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 9 of this circular; and (ii) the letter from Veda Capital to the Independent Board Committee and the Independent Shareholders set out on pages 10 to 15 of this circular.

Yours faithfully,

For and on behalf of the Board

Jackin International Holdings Limited Ho Yin King, Helena

Chairman

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

20 November 2009

To the Independent Shareholders

Dear Sir or Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

We refer to the circular of the Company dated 20 November 2009 (the “Circular”) of which this letter forms part. Capitalised terms used herein have the same meanings as those defined in the Circular unless the context otherwise requires.

We have been appointed by the Board to advise the Independent Shareholders on whether the New General Mandate is in the interests of the Company and the Shareholders as a whole, and is fair and reasonable. Veda Capital has been appointed as the independent financial adviser to advise us in this respect.

We wish to draw your attention to the letter from the Board as set out on pages 4 to 8 of the Circular and the letter of advice from Veda Capital as set out on pages 10 to 15 of the Circular.

Having considered, among other things, the factors and reasons considered by and the opinion of Veda Capital as stated in its letter of advice, we consider that the New General Mandate is in the interests of the Company and the Shareholders as a whole, and is fair and reasonable. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the grant of the New General Mandate.

Yours faithfully,

Leung Ka Kui, Johnny Chan Kam Kwan, Jason Lo Kok Kee Independent Independent Independent non-executive Director non-executive Director non-executive Director

• For identification purpose only

– 9 –

LETTER FROM VEDA CAPITAL

The following is the full text of the letter from Veda Capital setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the New General Mandate, which has been prepared for the purpose of inclusion in this circular.

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Veda Capital Limited Suite 1302 13/F Takshing House 20 Des Voeux Road Central Hong Kong

20 November 2009

To the Independent Board Committee and the Independent Shareholders of Jackin International Holdings Limited

Dear Sir or Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

We refer to the circular dated 20 November 2009 issued by the Company to the Shareholders of which this letter forms part (the “ Circular ”) and our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the New General Mandate, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the Circular. Capitalised terms used in this letter, unless the context otherwise requires, shall have the same meanings ascribed to them in the Circular.

As the refreshment of New General Mandate is being proposed prior to the next annual general meeting of the Company, it is subject to the requirements under Rule 13.36(4) of the Listing Rules. Pursuant to Rule 13.36(4)(a) of the Listing Rules, the grant of the New General Mandate requires the approval of the Independent Shareholders and the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour at the SGM. As at the Latest Practicable Date, the Company did not have any controlling Shareholder. Therefore, Ms. Ho, Mr. Ho, Mr. Cheung Sze Ming and Mr. Yip Wai Lun, Alvin, all being executive Directors, and their respective associates including Sun Union, whom together held 237,887,000 Shares (representing 22.53% of the issued share capital of the Company as at the Latest Practicable Date), are required to abstain from voting in favour at the SGM. In accordance with the requirements of Rule 13.39(4) of the Listing Rules, all votes at the SGM will be taken by poll.

– 10 –

LETTER FROM VEDA CAPITAL

The Independent Board Committee (comprising all the independent non-executive Directors, namely Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lo Kok Kee) has been established to advise the Independent Shareholders in respect of the grant of the New General Mandate.

BASIS OF OUR ADVICE

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Company, the Directors and management of the Company. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have assumed that all information, representations and opinions contained or referred to in the Circular, which have been provided by the Company, the Directors and management of the Company and for which they are solely and wholly responsible, were true and accurate at the time when they were made and continue to be true at the date of the SGM.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, or its subsidiaries or associated companies.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the New General Mandate, we have taken into consideration the following principal factors and reasons:

Background of and reasons for the refreshment of the Existing General Mandate

The Group is principally engaged in the operations of remanufactured/recycled toner cartridge production, computer media production and media products distribution businesses and related businesses and activities with its major markets in U.S., Europe and Asia Pacific.

– 11 –

LETTER FROM VEDA CAPITAL

At the annual general meeting of the Company held on 18 July 2009, the Existing General Mandate was approved by the Shareholders and the Directors were granted, among others, the rights to allot and issue up to 204,607,363 Shares. As set out in the Subscription Announcement, the Company has entered into a subscription agreement on 28 August 2009, pursuant to which the Company has conditionally agreed to issue the Convertible Notes at the aggregate principal amount of HK$50 million to the Subscriber (the “ Subscription ”). Assuming the conversion rights attaching to the Convertible Notes are exercised in full at the initial conversion price of HK$0.25 per Share, 200,000,000 new Shares will fall to be issued, representing approximately 97.75% of the Existing General Mandate.

As stated in the Subscription Announcement, it is the Group’s strategy to expand through mergers and acquisitions in addition to organic growth of its existing business and the Group was exploring a few investment opportunities. On 9 November 2009, the Company further announced that the Company has entered into a non-legally binding agreement on 3 November 2009 (as supplemented on 8 November 2009) regarding the Possible Acquisition, which is subject to, among others, the signing of a formal agreement. As at the Latest Practicable Date, the Company was still enquiring on the Possible Acquisition and negotiating with the vendors on the terms of the formal agreement.

As set out in the Board Letter, the Company has been exploring other investment opportunities in addition to the Possible Acquisition, and the Company will continue seeking for further opportunities. Although there is no certainty that any of the aforesaid investment opportunities (including the Possible Acquisition) will materialise, the Directors propose to seek the Independent Shareholders’ approval to grant the New General Mandate which will provide them with the flexibility necessary to raise capital by issue of new Shares in a timely manner to capture fund raising opportunities when the equity market is active. If the New General Mandate is granted and new capital is raised by utilising the New General Mandate, the Directors intends to first apply the proceeds to fund the expenses incurred/to be incurred from seeking for and enquiring on investment opportunities and for general working capital purpose and apply the remaining proceeds to fund future investments should any suitable opportunities arise. The Group currently does not have any concrete plan in respect of the utilisation of the New General Mandate and the proceeds that may arise therefrom, the Company will provide the Shareholders with details of the specific use of proceeds upon issue of new Shares under the New General Mandate. In view of the above, the Directors consider that the proposed grant of the New General Mandate is in the interest of the Company and the Shareholders as a whole.

– 12 –

LETTER FROM VEDA CAPITAL

As at the Latest Practicable Date, the Company had 1,055,737,495 Shares in issue. Subject to the passing of the ordinary resolution for approving the New General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the SGM, the Company would be allowed under the New General Mandate to allot and issue up to 211,147,499 new Shares, representing 20% of the Shares in issue as at the Latest Practicable Date.

We noted from the Company’s interim report 2009 (the “ IR 2009 ”), the Group has recorded cash and cash equivalents of approximately HK$39.47 million as at 30 June 2009 and bank and other borrowings under current liabilities of approximately HK$93.08 million as at 30 June 2009. As advised by the Directors, as at the Latest Practicable Date, the Group had utilised (i) approximately HK$40 million for repayment of certain bank and other borrowings of the Group; (ii) approximately HK$5 million for general working capital; and (iii) approximately HK$2 million for business development, and the Group intend to apply the remaining HK$3 million for business development.

Having taken into account that (i) the Existing General Mandate will almost be fully utilized upon the conversion rights attaching to the Convertible Notes are exercised in full; (ii) the liquidity position of the Group with cash and cash equivalents of approximately HK$39.47 million and bank and other borrowings under current liabilities of approximately HK$93.08 million as at 30 June 2009 notwithstanding the Company has utilised the net proceeds of approximately HK$40 million from the Subscription for repayment of certain bank and other borrowings of the Group; (iii) the net proceeds from the Subscription has mostly been utilised; and (iv) the Company has been exploring investment opportunities, we are of the view that the proposed grant of the New General Mandate will provide a financial flexibility to the Company to raise capital in a timely manner in the equity market by obtaining a pre-shareholders’ approval and hence the fund raising exercise will not be procrastinated by the shareholders’ approval procedure when suitable opportunities arise. In addition, we also consider there is no certainty that existing cash and facility resources will be adequate for any appropriate investment that may be identified by the Company in the future in particular the Company has been seeking for potential investment opportunities, additional funding may still be needed in a timely manner when necessary for financing future investments should suitable investment opportunities arise. As such, we consider the terms of the New General Mandate are fair and reasonable and the proposed grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM VEDA CAPITAL

Other financing alternatives

As debt financing may incur interest burden to the Group, the Directors consider that equity financing such as issuance of new Shares for cash or equity swaps may be appropriate means to fund the potential investments and/or acquisitions and provide additional working capital for the future development and expansion of the Group, given the Group’s financial position, capital structure, cost of funding and the then financial market condition. The Directors will also consider other financing methods such as debt financing or internal cash resources to fund future business development of the Company, if appropriate, after taking into consideration the then financial position, capital structure and cost of funding of the Group as well as the then market condition.

We consider that the proposed grant of the New General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity issuance. As such, we are of the view that the proposed grant of the New General Mandate will be in the interests of the Company and the Shareholders as a whole.

Potential dilution to shareholdings of the Independent Shareholders

Set out below is a table showing the shareholdings of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect on the shareholdings upon full utilisation of the New General Mandate assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of the SGM:

Shareholders	As at the Latest Practicable Date Number of Shares %	As at the Latest Practicable Date Number of Shares %	Immediately upon full utilisation of the New General Mandate Number of Shares %	Immediately upon full utilisation of the New General Mandate Number of Shares %
Sun Union (Note 1) Ms. Ho Mr. Ho	178,194,000 29,283,000 27,410,000	16.88 2.77 2.60	178,194,000 29,283,000 27,410,000	14.07 2.31 2.16
Total shareholding of Mr. Ho, Ms. Ho and their associates Mr. Leung Ka Kui, Johnny (Note 2) Mr. Yip Wai Lun, Alvin (Note 3) Public Shareholders Additional Shareholders upon full utilization of the New General Mandate Total:	234,887,000 290,000 3,000,000 817,560,495 – 1,055,737,495	22.25 0.03 0.28 77.44 – 100.00	234,887,000 290,000 3,000,000 817,560,495 211,147,499 1,266,884,994	18.54 0.02 0.24 64.53 16.67 100.00

– 14 –

LETTER FROM VEDA CAPITAL

Notes:

1. Sun Union is wholly owned by Complete Associates Limited, which is in turn beneficially owned as to approximately 61.8% and approximately 38.2% by Ms. Ho and Mr. Ho respectively.

2. An independent non-executive Director.

3. An executive Director

As illustrated in the table above, the existing aggregate shareholding of the public Shareholders will decrease from 77.44% as at the Latest Practicable Date to approximately 64.53% upon full utilisation of the New General Mandate, assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of the SGM. Taking into account that (i) the New General Mandate will provide an alternative to increase the amount of capital which may be raised under issuance of the new Shares under the New General Mandate; (ii) the New General Mandate will provide more options of financing to the Group for further development of its business as well as in other potential future investment and/or acquisitions as and when such opportunities arise; and (iii) the fact that the shareholdings of all Shareholders will be diluted proportionately to their respective shareholding upon any utilization of the New General Mandate, we consider such dilution or potential dilution to shareholdings of the Independent Shareholders to be justifiable.

RECOMMENDATION

Having considered the factors and reasons as stated above, we are of the view that the New General Mandate is in the interests of the Company and the Shareholders as a whole, and is fair and reasonable. Accordingly, we recommend the Independent Shareholders and advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the New General Mandate to be proposed at the SGM. Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the New General Mandate is utilised.

Yours faithfully, For and on behalf of

Veda Capital Limited

Hans Wong Julisa Fong Managing Director Executive Director

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NOTICE OF SGM

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Jackin International Holdings Limited (the “ Company ”) will be held at 10 a.m. on Saturday, 5 December 2009, at Unit 3203, 32nd Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purposes of considering and, if thought fit, passing with or without modifications the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the general mandate granted to the directors of the Company (the “ Directors ”) to exercise the powers of the Company to allot, issue and otherwise deal with the shares in the capital of the Company (the “ Shares ”) and to make and grant offers, agreements and options, as approved by the shareholders of the Company at the annual general meeting held on 18 July 2009, to the extent not already exercised be and is hereby revoked (but without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

• (b) subject to paragraph (d) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with the Shares 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) which would or might require Shares to be allotted be and is hereby generally and unconditionally approved;

• (c) the approval in paragraph (b) of this resolution shall authorise the Directors 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) which would or might require Shares to be allotted after the end of the Relevant Period;

• For identification purpose only

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NOTICE OF SGM

• (d) 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 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; 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 in accordance with the bye-laws of the Company (“ Bye-laws ”), 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

• (e) 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 to be held by Bermuda law or the Bye-laws; 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 by this resolution.

“Rights Issue” means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares open for a period fixed by the Directors 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 (or, where appropriate such other securities) (subject to such exclusions or other arrangements as the Directors 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).”

For and on behalf of the Board Jackin International Holdings Limited Ho Yin King, Helena Director

Hong Kong, 20 November 2009

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NOTICE OF SGM

Head office and principal place of

business in Hong Kong: Unit 8, 10th Floor, Riley House 88 Lei Muk Road, Kwai Chung

New Territories

Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, where that member holds two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof (as the case may be).

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof (as the case may be) and in such event, the instrument appointing a proxy shall be revoked.

4. Where there are joint holders of a Share, any one of such holders may vote at the meeting, in person or by proxy, in respect of such Share as if he or she was solely entitled thereto, but if more than one of such holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased shareholder in whose name any Share stands shall for this purpose be deemed joint holders thereof.

5. Ms. Ho Yin King, Helena, Mr. Ho Fai Keung, Jacky, Mr. Cheung Sze Ming and Mr. Yip Wai Lun, Alvin and their respective associates including Sun Union Enterprises Limited shall abstain from voting in favour on the resolution set out in this notice which shall be voted only by way of poll.

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