ICO Group Limited — Proxy Solicitation & Information Statement 2010

Nov 21, 2010

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 Guojin Resources 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.

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

GENERAL MANDATE TO ISSUE SHARES INCREASE IN AUTHORISED SHARE CAPITAL RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Guojin Resources Holdings Limited to be held at Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 8 December 2010 at 9:30 a.m. is set out on pages 9 to 12 of this circular. Whether or not you intend to attend the meeting, you 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 Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, 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 you from attending and voting in person at the meeting should you so wish.

22 November 2010

• For identification purposes only

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Increase in authorised share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Listing Rules requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix	– Details of retiring Directors proposed for re-election. . . . . . . . . . . . . . . . . .	7
Notice of	Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	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 held on Saturday,
	21 August 2010 at 9:30 a.m.
“Board”	the board of Directors of the Company or a duly authorised
	committee thereof for the time being
“Bye-laws”	the existing Bye-laws of the Company
“Company”	Guojin Resources Holdings Limited, a company incorporated
	in Bermuda with limited liability and the Shares of which are
	listed on the Main Board of 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”	19 November 2010, 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
“SGM”	the special general meeting of the Company to be held at
	Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong
	Kong on 8 December 2010 at 9:30 a.m. for the purpose of
	considering, and if thought fit, approving, inter alia, the Share
	Issue Mandate, the increase in authorized share capital of the
	Company and the re-election of retiring Directors
“SGM Notice”	the notice convening the SGM as set out on pages 9 to 12 of
	this circular

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DEFINITIONS

“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. 1 in the SGM Notice up to 20% of the issued share capital of the Company as at the date of passing ordinary resolution No. 1 “Share(s)” ordinary share(s) of HK$0.10 each in the issued share capital of the Company “Shareholder(s)” the registered holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors:

Mr. YIP Wai Lun, Alvin (Chairman and Managing Director) Mr. MA Bo Ping Mr. ZHOU Yu Sheng Ms. LAM Suk Ling, Shirley Mr. LEE Cheuk Yin, Dannis

Independent Non-executive Directors: Mr. LEUNG Ka Kui, Johnny Mr. CHAN Kam Kwan, Jason Mr. LAU Man Tak

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

Principal place of business: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

22 November 2010

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES INCREASE IN AUTHORISED SHARE CAPITAL RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with (i) details regarding the proposals involving the Share Issue Mandate, the increase in the authorised share capital and the re-election of the retiring Directors; and (ii) the SGM Notice.

• For identification purposes only

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the AGM, the proposal for the grant of the general mandate to allow the Directors to issue and allot or otherwise deal with new Shares of not more than 20% of the issued share capital of the Company as at the date of the AGM was vetoed by the Shareholders. Since the AGM, certain Director stepped down from the Board and was substituted by new Board members. With the new composition of the Board, the Directors have reached an unanimous view that the Share Issue Mandate is favourable to the Company as it provides the Company with the requisite flexibility of fund raising to meet the working capital and business development requirements of the Group from time to time. Accordingly, the Board wishes to propose again to seek the Shareholders’ approval of the grant of the Share Issue Mandate at the SGM in order 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 1,503,748,505 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued by the Company prior to the SGM, subject to the passing of the relevant ordinary resolution to approve the Share Issue Mandate at the SGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 300,749,701 Shares under the Share Issue Mandate, representing 20% of the Shares in issue as at the Latest Practicable Date.

The Share Issue 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 Share Issue Mandate by the passing of an ordinary resolution by the Shareholders in general meeting.

3. INCREASE IN AUTHORISED SHARE CAPITAL

The proposal for the increase of the authorised share capital of the Company from HK$200,000,000 to HK$400,000,000 was also vetoed by the Shareholders at the AGM. The Directors maintain the view that the need for future expansion and growth of the Group are foremost important and should not be constrained without reasonable ground. Accordingly, the Board wishes to propose again to seek the Shareholders’ approval of the increase of the authorised share capital at the SGM.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the authorised share capital of the Company was HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each, of which 1,503,748,505 Shares were issued and fully paid. Having considered the financial position of the Company, the Directors consider that it would be in the interests of the Company to avail itself for opportunities, if any, that may arise in the capital market in the near future for it to enlarge and strengthen its capital base. In order to provide the Company flexibility in issuing shares for any future capital requirement, expansion and growth of the Group, it is now proposed that an ordinary resolution will be proposed at the SGM to increase the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 Shares to HK$400,000,000 divided into 4,000,000,000 Shares by the creation of an additional 2,000,000,000 Shares of HK$0.10 each. Such new Shares, upon issued and fully paid, shall rank pari passu in all respects with the existing Shares.

The proposed increase in authorised share capital of the Company is conditional upon (i) the passing of an ordinary resolution by the Shareholders at the SGM; and (ii) (if required) all necessary consents being granted by third parties, including but not limited to the consent of the Bermuda Monetary Authority. No Shareholder is required to abstain from voting on the resolution to be proposed at the SGM regarding the proposed increase in authorised share capital of the Company.

The Company intends to explore opportunities to take advantage of the present strength of the stock market to increase its capital base by way of issue of new equity. However, as at the Latest Practicable Date, there did not exist any agreement, arrangement or understanding between the Company and any parties relating to any fund raisings of the Company. Save for this, the Directors do not have any present intention of issuing any part of the proposed increase in authorised share capital.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 86 of the Company’s Bye-laws, Mr. Lee Cheuk Yin, Dannis (“Mr. Lee”) and Mr. Lau Man Tak (“Mr. Lau”), who were appointed as Executive Director and Independent Non-executive Director respectively with effect from 29 October 2010, shall hold office only until the next following general meeting of the Company. Both Mr. Lee and Mr. Lau, who being eligible, offer themselves for re-election at the SGM.

At the SGM, resolutions will be proposed to re-elect Mr. Lee and Mr. Lau. The biographical details of Mr. Lee and Mr. Lau as required to be disclosed under the Listing Rules are set out in the Appendix to this circular.

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LETTER FROM THE BOARD

5. SPECIAL GENERAL MEETING

On pages 9 to 12 of this circular, you will find the SGM Notice setting out the relevant resolutions which will be proposed to approve the Share Issue Mandate, the increase in the authorised share capital and the re-election of the retiring Directors.

6. LISTING RULES REQUIREMENT

According to the 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 SGM will be taken by poll.

7. ACTION TO BE TAKEN

A proxy form for use at the SGM is enclosed herewith. Whether or not you intend to attend the SGM, you are requested to complete the proxy form and return it to the Company’s principal place of business at Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM should you so wish.

8. RECOMMENDATION

The Directors believe that the resolutions as set out in the SGM Notice are all in the interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions set out in the SGM Notice.

Yours faithfully, By Order of the Board Yip Wai Lun, Alvin

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 SGM to be held on Wednesday, 8 December 2010:

Mr. Lee Cheuk Yin, Dannis

Mr. Lee, aged 40, has more than 18 years of accounting and finance experience. Mr. Lee is an associate member of the Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. Mr. Lee obtained the bachelor of Business Administration from Texas A&M University in the United States. Mr. Lee is the non-executive director of Kam Hing International Holdings Limited (Stock Code: 2307), a company which shares are listed on the Main Board of the Stock Exchange, and independent non-executive director of Geely Automobile Holdings Limited (Stock Code: 175) and Tiangong International Company Limited (Stock Code: 826), both are companies which shares are listed on the Main Board of the Stock Exchange. Mr. Lee was an executive director of AMVIG Holdings Limited (Stock Code: 2300) from 26 March 2004 to 28 February 2010 and was a non-executive director of Norstar Founders Group Limited (Stock Code: 2339) from 10 October 2003 to 14 January 2009, the shares of both companies are listed on the Main Board of the Stock Exchange.

Mr. Lee is currently the managing director of DLK Advisory Limited, a firm that provides advisory services in relation to company positioning, investor communications, strategic planning on asset injection and fund raising activities, and other related advisory services.

A service agreement was entered into between the Company and Mr. Lee regarding his executive directorship in the Company for an initial period from 29 October 2010 to 31 December 2010 and renewable for such period at the sole discretion of the Company. All Directors of the Company are subject to retirement by rotation and re-election in accordance with provisions of the Bye-laws of the Company.

Mr. Lee is entitled to an annual remuneration of HK$840,000 for being the Executive Director (which will be pro-rata to the period of service in the year of his appointment) and a discretionary management bonus. 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. Lee did not have any interests in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Lau Man Tak

Mr. Lau, aged 41, holds a bachelor degree in Accountancy from the Hong Kong Polytechnic University. He has more than 15 years of experience in corporate finance, accounting and auditing. He is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom, an associate member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute.

Mr. Lau is an executive director of China Grand Forestry Green Resources Group Limited (Stock Code: 910) and an independent non-executive director of each of Climax International Company Limited (Stock Code: 439), Golden Resorts Group Limited (Stock Code: 1031) and Kong Sun Holdings Limited (Stock Code: 295), which are companies listed on the Main Board of the Stock Exchange. He was also a former executive director of Warderly International Holdings Limited (Stock Code: 607) from December 2007 to January 2010, the shares of which are listed on the Main Board of the Stock Exchange.

There is no service agreement between the Company and Mr. Lau. No specific terms have been fixed for Mr. Lau’s length of service with the Company, but he is subject to retirement by rotation and re-election in accordance with provisions of the Bye-laws of the Company.

Mr. Lau is entitled to an annual fee of HK$300,000 for being the Independent Non-executive Director and a member of the Audit Committee and the Remuneration Committee of the Company (which will be pro-rata to the period of service in the year of his appointment). 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. Lau did not have any interests in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

General Information

Save as disclosed herein, (i) all the above retiring Directors do 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 last three years or any position in the Group, nor they have 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 their re-election.

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NOTICE OF SPECIAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

NOTICE IS HEREBY GIVEN that the Special General Meeting of Guojin Resources Holdings Limited (the “Company”) will be held at Unit A, 29/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 8 December 2010 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (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;

   • (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

2. For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

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.

“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 :

2. (a) the authorised share capital of the Company be increased from HK$200,000,000 to HK$400,000,000 by the creation of an additional 2,000,000,000 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

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NOTICE OF SPECIAL GENERAL MEETING

• (b) any one or more of the directors of the Company 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.”

• “ THAT Mr. Lee Cheuk Yin, Dannis be re-elected as an Executive Director of the Company.”

• “ THAT Mr. Lau Man Tak be re-elected as an Independent Non-executive Director of the Company.”

By Order of the Board Yip Wai Lun, Alvin Chairman and Managing Director

22 November 2010

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

Principal place of business: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

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NOTICE OF SPECIAL 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 proxy form for use at the special general meeting is enclosed herewith.

4. The proxy form 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 Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong, not less than 48 hours before the time appointed for holding the special general meeting or adjourned meeting (as the case may be) and in default the proxy form shall not be treated as valid. Completion and return of the proxy form shall not preclude members from attending and voting in person at the special general meeting or at any adjourned meeting (as the case may be) should they so wish.

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