ICO Group Limited — AGM Information 2012

Apr 27, 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 AMCO United Holding 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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(formerly known as Guojin Resources Holdings Limited 國金資源控股有限公司[*] )

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of AMCO United Holding Limited to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Wednesday, 30 May 2012 at 3:00 p.m. is set out on pages 8 to 10 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.

30 April 2012

• For identification purposes only

CONTENTS

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

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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
	Wednesday, 30 May 2012 at 3:00 p.m.;
“AGM Notice”	the notice convening the AGM as set out on pages 8 to 10 of
	this circular;
“Board”	the board of Directors or a duly authorised committee thereof
	for the time being;
“Bye-laws”	the existing Bye-laws of the Company;
“Company”	AMCO United Holding 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”	25 April 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;
“Main Board”	Main Board of the Stock Exchange;

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DEFINITIONS

“Options”	the share options to subscribe for Shares granted under the
	Share Option Scheme;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
“Share Issue Mandate”	a general mandate to the Directors to exercise the power of
	the Company to allot and issue Shares during the period as set
	out in ordinary resolution No. 4 in the AGM Notice up to 20%
	of the issued share capital of the Company as at the date of
	passing ordinary resolution No. 4;
“Share Option Scheme”	the share option scheme adopted by the Company on 12 June
	2004;
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company;
“Shareholder(s)”	registered holder(s) of Share(s); and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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(formerly known as Guojin Resources Holdings Limited 國金資源控股有限公司[*] ) (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 30 April 2012

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, 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 and the Share Issue Mandate; and (ii) the AGM Notice.

• For identification purposes only

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 87 of the Company’s Bye-laws, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak shall retire at the AGM and being eligible, will offer themselves for re-election.

At the AGM, resolutions will be proposed to re-elect the retiring Directors who offer themselves for re-election. The biographical details of the retiring Directors proposed to be re-elected as required to be disclosed under the Listing Rules are set out in the Appendix to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

The Directors wish to propose an ordinary resolution at the AGM to give the Directors general mandate to allot, issue or otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

Based on the 8,758,239,861 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued by the Company prior to the AGM, subject to the passing of the relevant ordinary resolution to approve the Share Issue Mandate at the AGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 1,751,647,972 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.

4. ANNUAL GENERAL MEETING

On pages 8 to 10 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 and the Share Issue Mandate.

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LETTER FROM THE BOARD

5. LISTING RULES REQUIREMENT

According to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

6. 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 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 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish.

7. 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 inquiries, 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.

8. RECOMMENDATION

The Directors believe that the resolutions (including the resolutions for the re-election of the retiring Directors and the Share Issue Mandate) as set out in the AGM 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 AGM 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 AGM to be held on Wednesday, 30 May 2012:

Mr. Chan Kam Kwan, Jason

Mr. Chan, aged 38, joined the Company as Independent Non-executive Director on 11 August 2004 and holds a Bachelor Degree in Commerce from University of British Columbia, Canada and is a member of the American Institute of Certified Public Accountants. Mr. Chan has over 10 years’ experience in accounting and corporate finance. He has been working in a big-4 multinational audit firm and served a number of listed corporations. Mr. Chan is currently an executive director and the company secretary of China WindPower Group Limited and Wah Nam International Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange.

There is no service agreement entered into between the Company and Mr. Chan . All Directors are 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 Byelaws.

The amount of emoluments paid for the year ended 31 December 2011 to Mr. Chan was HK$267,000. 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, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Chan held Options granted to him under the Share Option Scheme of the Company entitling him to subscribe for 1,495 Shares. Save as disclosed above, Mr. Chan did not have any other interests in the Shares 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 42, joined the Company as Independent Non-executive Director on 29 October 2010 and 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 and an independent nonexecutive director of each of Climax International Company Limited, Golden Resorts Group Limited and Kong Sun Holdings Limited, which are companies listed on the Main Board of the Stock Exchange. He was also a former executive director of Warderly International Holdings Limited 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 entered into between the Company and Mr. Lau. All Directors are 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 Byelaws.

The amount of emoluments paid for the year ended 31 December 2011 to Mr. Lau was HK$267,000. 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, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Lau did not have any interests in the Shares 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 ANNUAL GENERAL MEETING

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(formerly known as Guojin Resources Holdings Limited 國金資源控股有限公司[*] )

(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 Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Wednesday, 30 May 2012 at 3:00 p.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 2011.

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

3. To re-appoint BDO Limited as the auditor of the Company and to authorise the Board of Directors to fix the auditor’s remuneration.

As special business, to consider and, if thought fit, pass with or without modifications the following resolution as 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;

3. (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;

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (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 its Bye-laws or any applicable laws of Bermuda 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).”

By Order of the Board

YIP Wai Lun, Alvin

Chairman and Managing Director

30 April 2012

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NOTICE OF ANNUAL GENERAL MEETING

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 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 of the Company 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 or other authority, if any, under which it is signed or a notarially certified copy of such power or 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 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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