ICO Group Limited — Proxy Solicitation & Information Statement 2012

Jan 19, 2012

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 (the “Company”), 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)

CHANGE OF COMPANY NAME RE-ELECTION OF RETIRING DIRECTOR

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company (the “SGM”) to be held at Units 33033304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong on Friday, 17 February 2012 at 10:00 a.m. is set out on pages 8 to 9 of this circular. A proxy form for use at the SGM is also enclosed. Whether or not you intend to attend the SGM, 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 SGM or any adjournment thereof (as the case may be). Completion and return of the proxy form 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 January 2012

• For identification purpose only

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Change of Company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of retiring Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Listing Rules requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix	– Details of retiring Director proposed for re-election. . . . . . . . . . . . . . . . . . .	7
Notice of	the Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

– i –

DEFINITIONS

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

“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;
“Change of Company Name”	the proposed change of the English name of the Company
	from “Guojin Resources Holdings Limited” to “AMCO United
	Holding Limited” and the adoption of the new Chinese name
	“雋泰控股有限公司” for identification purpose only to replace
	the existing Chinese name “國金資源控股有限公司” which
	has been used also for identification purpose only;
“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;
“Hong Kong”	the Hong Kong Special Administrative Region of The People’s
	Republic of China;
“Latest Practicable Date”	18 January 2012, 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);

– 1 –

DEFINITIONS

“SGM”	the special general meeting of the Company to be held at
	Units 3303-3304, Level 33, Tower 1, Enterprise Square Five,
	38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong
	on Friday, 17 February 2012 at 10:00 a.m. for the purpose
	of considering, and if thought fit, approving, inter alia, the
	Change of Company Name and the re-election of the retiring
	Director;
“SGM Notice”	the notice convening the SGM as set out on pages 8 to 9 of this
	circular;
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share capital
	of the Company;
“Shareholder(s)”	the registered holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong.

– 2 –

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors:

Mr. YIP Wai Lun, Alvin (Chairman and Managing Director) Ms. LEUNG Mei Han

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

20 January 2012

To the Shareholders and, for information only,

the holders of the options and convertible securities of the Company

Dear Sir or Madam,

CHANGE OF COMPANY NAME RE-ELECTION OF RETIRING DIRECTOR 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 Change of Company Name and the re-election of the retiring Director; and (ii) the SGM Notice.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. CHANGE OF COMPANY NAME

The Directors propose to change the English name of the Company from “Guojin Resources Holdings Limited” to “AMCO United Holding Limited”, and upon the change of the English name becoming effective, to adopt the new Chinese name “雋泰控股有限公司” for identification purpose only to replace the existing Chinese name “國金資源控股有限公司” which has been used also for identification purpose only.

The Board believes that the new English and Chinese Company names can provide the Company with a fresh new corporate identity that reflects the new development focus of the Group and benefits the Company’s future business development, which is in the interest of the Company and the Shareholders as a whole. A special resolution will be proposed at the SGM to approve the Change of Company Name.

Conditions

The Change of Company Name shall be subject to (i) the passing of a special resolution by the Shareholders at the SGM; and (ii) the approval for the change of the English name of the Company having been granted by the Registrar of Companies in Bermuda.

Subject to the satisfaction of the conditions set out above, the effective date of the Change of Company Name will be the date on which the Registrar of Companies in Bermuda enters the new English name of the Company on the register of companies in place of its existing English name. The Company will carry out all necessary filing procedures in respect of the Change of Company Name with the Registrar of Companies in Hong Kong and Bermuda.

Effects of Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company shall, after the Change of Company Name becoming effective, continue to be evidence of legal title to the Shares and will be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangements for exchange of existing share certificates for new share certificates under the new name of the Company.

New share certificates of the Company will be issued under the new name of the Company after the Change of Company Name becoming effective. Further announcement will be made by the Company in relation to the effective date of the Change of Company Name and change in stock short name of Shares in both English and Chinese.

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LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTOR

In accordance with Bye-law 86 of the Company’s Bye-laws, Ms. Leung Mei Han (“Ms. Leung”), who was appointed as Executive Director with effect from 1 January 2012, will hold office until the next following general meeting of the Company. Ms. Leung, who being eligible, offers herself for re-election at the SGM.

At the SGM, an ordinary resolution will be proposed to re-elect Ms. Leung. The biographical details of Ms. Leung as required to be disclosed under the Listing Rules are set out in the Appendix to this circular.

4. SPECIAL GENERAL MEETING

On pages 8 to 9 of this circular, you will find the SGM Notice setting out the relevant resolutions which will be proposed to approve the Change of Company Name and the re-election of the retiring Director.

5. 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. No Shareholders are required to abstain from voting at the SGM.

6. 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 (as the case may be). Completion and return of the proxy form 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.

7. RECOMMENDATION

The Directors believe that the resolutions for the Change of Company Name and the re-election of the retiring Director as set out in the SGM Notice are all in the interests of the Company and the Shareholders. Accordingly, the Directors recommend that all Shareholders vote in favour of all the resolutions set out in the SGM Notice.

– 5 –

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. GENERAL

Your attention is also drawn to the additional information set out in the appendix to this circular.

In case of any inconsistency between the English and Chinese versions of this circular, the English version will prevail.

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

– 6 –

APPENDIX

DETAILS OF RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Director (as required by the Listing Rules) proposed to be re-elected at the SGM to be held on Friday, 17 February 2012:

Ms. Leung Mei Han

Ms. Leung, aged 53, graduated from the University of Queensland, Australia, with a bachelor degree in Commerce in February 1982. She is a fellow member of CPA Australia. Ms. Leung has extensive experience in accounting, securities, corporate finance and related areas. Ms. Leung has been providing corporate finance advisory services for securities and international merger and acquisition transactions.

Ms. Leung is an independent non-executive director of each of the following companies, the shares of which are listed on the Main Board of the Stock Exchange: Yue Da Mining Holdings Limited (stock code: 629), Bossini International Holdings Limited (stock code: 592), Four Seas Mercantile Holdings Limited (stock code: 374) and Xiangyu Dredging Holdings Limited (stock code: 871).

The employment of Ms. Leung commenced on 1 January 2012. There is no fixed term of employment, but the service agreement will be terminable by either party by giving a six months’ notice. All Directors of the Company are subject to retirement by rotation and reelection in accordance with provisions of the Bye-laws of the Company. A formal service agreement will be entered into between the Company and Ms. Leung regarding her executive directorship in the Company in due course.

Ms. Leung is entitled to an annual remuneration of HK$3,900,000 for being the Executive Director and a discretionary management bonus. The emoluments of all Directors are determined by the Board having regard to the recommendation of the Remuneration Committee of the Company and with reference to the Director’s contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Ms. Leung had a corporate interest in 2,181,160,000 Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed herein, (i) Ms. Leung 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 last 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.

– 7 –

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 Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong on Friday, 17 February 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions as special and ordinary resolutions of the Company:

SPECIAL RESOLUTION

1. “ THAT subject to the approval by the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “Guojin Resources Holdings Limited” to “AMCO United Holding Limited” and, upon the change of the English name becoming effective, the new Chinese name “雋泰控股有限公司” be adopted for identification purpose only to replace the existing Chinese name “國金資 源控股有限公司” which has been used also for identification purpose only, and that the directors of the Company be and are hereby authorized generally to do all such acts and things and execute all such documents they consider necessary, desirable or expedient to effect the foregoing change of names of the Company.”

ORDINARY RESOLUTION

1. “ THAT Ms. Leung Mei Han be re-elected as an Executive Director of the Company.”

By Order of the Board

Yip Wai Lun, Alvin

Chairman and Managing Director

• 20 January 2012

• For identification purpose only

– 8 –

NOTICE OF SPECIAL GENERAL MEETING

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

Notes:

1. Any member of the Company entitled to attend and vote at the special general 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 thereof (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 thereof (as the case may be) should they so wish.

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