ICO Group Limited — Proxy Solicitation & Information Statement 2009

Jun 17, 2009

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.

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.

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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 RETIRING DIRECTORS; PROPOSED CHANGE OF AUDITORS; GENERAL MANDATE TO ISSUE SHARES; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Jackin International Holdings Limited to be held at Conference Room A, Unit 3203, 32/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Saturday, 18 July 2009 at 9:30 a.m. is set out on pages 9 to 11 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 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 less than 48 hours before the time appointed for holding 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.

18 June 2009

• For identification purpose only

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed change of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Listing Rules requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix	– Details of retiring Directors proposed for re-election. . . . . . . . . . . . . . . . . .	7
Notice of	the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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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, 18 July 2009 at 9:30 a.m.;
“AGM Notice”	the notice convening the AGM as set out on pages 9 to 11 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;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of The People’s
	Republic of China;
“Latest Practicable Date”	16 June 2009, 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;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);

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DEFINITIONS

“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 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 Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “Warrants” unlisted warrants of the Company conferring rights entitling the 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 per Share (subject to adjustments), further details of which are set out in the announcement of the Company dated 21 June 2007.

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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

18 June 2009

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

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS; PROPOSED CHANGE OF AUDITORS; GENERAL MANDATE TO ISSUE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with (i) details regarding the proposals involving the re-election of the retiring Directors, the change of auditors and the general mandate to issue Shares; and (ii) the AGM Notice.

• For identification purpose only

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 87, the Directors retiring by rotation at the AGM will be Ms. Ho Yin King, Helena, Mr. Leung Ka Kui, Johnny and Ms. Lo Suk King. Ms. Lo Suk King will not offer herself for re-election, whereas Ms. Ho Yin King, Helena and Mr. Leung Ka Kui, Johnny, the other two retiring Directors, being eligible, will offer themselves for re-election as Directors at the AGM.

At the AGM, resolutions will be proposed to re-elect Ms. Ho Yin King, Helena and Mr. Leung Ka Kui, Johnny as Directors. The biographical details of each re-electing Director as required to be disclosed under the Listing Rules are set out in Appendix to this circular.

3. PROPOSED CHANGE OF AUDITORS

On 11 June 2009, the Board announced that KPMG has declined to stand for re-appointment as auditor of the Company at the AGM as set out in a letter to the Board and the audit committee of the Company dated 9 June 2009.

The circumstances leading to the cessation of KPMG to act as the Company’s auditor are detailed in the auditor’s report dated 22 May 2009 in respect of the Group’s financial statements for the year ended 31 December 2008. KPMG issued a disclaimer of opinion since there was a limitation in the scope of KPMG’s work in a number of matters as described in paragraphs (a) to (f) under the heading of “Basis for disclaimer of opinion” in the auditor’s report, and therefore KPMG was unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. The auditor’s report with the disclaimer of opinion has been extracted and disclosed in the Company’s results announcement for the year ended 31 December 2008 dated 22 May 2009 and are also set out on pages 47 to 52 of the annual report of the Company for the year ended 31 December 2008 that was despatched to the Shareholders on 26 May 2009.

KPMG has confirmed in its letter dated 9 June 2009 that, other than the foregoing, there are no matters in connection with its cessation to act as the Company’s auditor that it considers need to be brought to the attention of the Shareholders or creditors of the Company.

In view of KPMG’s retirement, the Board would like to propose SHINEWING (HK) CPA Limited to the Shareholders for appointment as the new auditor of the Company at the AGM. The ordinary resolution proposed to be considered by the Shareholders at the AGM to approve the appointment of SHINEWING (HK) CPA Limited as the new auditor of the Company is set out in the AGM Notice.

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LETTER FROM THE BOARD

KPMG have not yet commenced any audit work on the financial statement of the Company for the financial year ending 31 December 2009.

Saved as disclosed herein, the Board confirms that there are no circumstances in respect of the proposed change of auditors of the Company which it considers should be brought to the attention of the Shareholders and the Stock Exchange.

4. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 21 June 2008, 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, this general mandate will lapse at the conclusion of the next annual general meeting of the Company.

The Directors intend to renew the general mandate to issue Shares.

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 capital of the Company as at the date of passing of the resolution approving the Share Issue Mandate.

5. ANNUAL GENERAL MEETING

On pages 9 to 11 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 proposed change of auditors and the Share Issue Mandate.

6. LISTING RULES REQUIREMENT

According to Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by poll.

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LETTER FROM THE BOARD

7. 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 as soon as possible and in any event 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. RECOMMENDATION

The Directors believe that proposed resolutions regarding the re-election of the retiring Directors, the proposed change of auditors and the Share Issue Mandate are all in the 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 and Managing Director

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the AGM to be held on Saturday, 18 July 2009:

Ms. Ho Yin King, Helena

Ms. HO Yin King, Helena, aged 51, is a co-founder of the Group and the Chairman and Managing Director of the Company, and is responsible for the Group’s strategic planning. Ms. Ho graduated from the University of Toronto, Canada, with a Bachelor degree in Commerce in 1981. She had two years’ experience in financial analysis and foreign exchange dealing prior to the establishment of the Group in 1983. Ms. Ho was elected the Winner of Young Industrialist Awards of Hong Kong 1993 by the Federation of Hong Kong Industries. She is the sister of Mr. Ho Fai Keung, Jacky and the sister-in-law of Ms. Lo Suk King, both being Executive Directors of the Company.

There is a service agreement between the Company and Ms. Ho. She was entitled to the director’s emoluments of HK$4,740,000 for 2008. The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Ms. Ho was interested, directly and indirectly, in 200,605,000 Shares (Note 1) (amounting to about 19.61% of the issued share capital of the Company). Ms. Ho also holds share options granted to her under the existing share option scheme of the Company entitling her to subscribe for 6,872,628 Shares. Moreover, she held the following interests in the following associated corporations of the Company:

Capacity Jackin Video Cassette (Taiwan) Limited (Note 3) beneficial owner	Number of shares held
	Personal interests Family interests Total 4 4 (Note 2) 8

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Number of non-voting deferred shares held Jackin Magnetic Company 3,600 shares Limited (Note 4) of HK$100 each Jackin Video Cassette Co. 330,000 Limited (Note 4) shares of HK$1 each

Notes:

• 1, These 200,605,000 Shares are held as to 22,411,000 Shares under personal interests and as to 178,194,000 Shares by Sun Union Enterprises Limited which is a wholly owned by Complete Associates Limited. The share capital of Complete Associates Limited is beneficially owned as to approximately 61.8% by Ms. Ho Yin King, Helena and as to approximately 38.2% by Mr. Ho Fai Keung, Jacky. Both Ms. Ho Yin King, Helena and Mr. Ho Fai Keung, Jacky are directors of Sun Union Enterprises Limited and Complete Associates Limited.

• The shares are held by the spouse of Ms. Ho Yin King, Helena.

• Jackin Video Cassette (Taiwan) Limited is a 99.9% owned subsidiary of the Company.

• Jackin Magnetic Company Limited and Jackin Video Cassette Co. Limited are 100% owned subsidiary of the Company.

In addition, Ms. Ho held non-beneficial interests in shares in certain subsidiaries of the Company as qualifying shares.

Save as disclosed herein, (i) Ms. Ho does not hold any directorship in other listed public companies the shares of which are listed on any securities market in Hong Kong or overseas in the past three years or any position in the Group, nor she 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 her re-election.

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Leung Ka Kui, Johnny

Mr. LEUNG Ka Kui, Johnny, aged 52, is an Independent Non-executive Director of the Company. Mr. Leung holds a Bachelor degree of Laws of the University of London. He is a qualified solicitor in Hong Kong, England & Wales and Singapore, and is a Notary Public and China Appointed Attesting Officer. He has over 24 years of experience in legal field and is the senior partner of Messrs. Johnny K.K. Leung & Co., Solicitors & Notaries.

There is no service agreement between the Company and Mr. Leung. No terms have been fixed for Mr. Leung’s length of service with the Company, but he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Bye-laws. Mr. Leung was entitled to a director’s fee and an audit committee member’s fee of HK$200,000 for 2008. The emoluments of Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Directors’ contributions and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Leung had personal interest in 1,890,000 Shares (amounting to about 0.18% of the issued share capital of the Company). Mr. Leung also held share options granted to him under the existing share option scheme of the Company entitling him to subscribe for 1,542 Shares.

Save as disclosed herein, (i) Mr. Leung does not hold any directorship in other public companies the shares of which are listed on any securities market in Hong Kong or overseas 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.

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NOTICE OF ANNUAL 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 the Annual General Meeting of the Company will be held at Conference Room A, Unit 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Saturday, 18 July 2009 at 9:30 a.m. for the following purposes:

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 2008.

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

3. To note the retirement of KPMG as the auditor of the Company at this AGM and to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

“ THAT SHINEWING (HK) CPA Limited be appointed as the auditor of the Company effective upon passing of this resolution and to hold office until the conclusion of the next annual general meeting of the Company and that the Board of Directors of the Company be authorized to fix the auditor’s remuneration accordingly.”

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as an ordinary resolution of the Company:

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

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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).”

By Order of the Board Ho Yin King, Helena Chairman

18 June 2009

Principal place of business: 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, 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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