ICO Group Limited — AGM Information 2013

Apr 29, 2013

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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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
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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 20/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 31 May 2013 at 2:30 p.m. is set out on pages 8 to 11 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 in Hong Kong 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 (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.

30 April 2013

• 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
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 Friday, 31 May 2013 at 2:30 p.m.;

“AGM Notice” the notice convening the AGM as set out on pages 8 to 11 of this circular;

“Board” the board of Directors or a duly authorised committee thereof for the time being;

“Bye-laws”

“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 2013, 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; “Options” the share options to subscribe for Shares granted under the Share Option Scheme;

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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. 4 in the AGM Notice up to 20% of the issued share capital of the Company as at the date of passing the 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); “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “%” per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors: Registered office: Mr. YIP Wai Lun, Alvin Clarendon House, (Chairman and Managing Director) 2 Church Street, Ms. LEUNG Mei Han Hamilton HM 11, Bermuda Independent Non-executive Directors: Mr. LEUNG Ka Kui, Johnny Principal place of business Mr. CHAN Kam Kwan, Jason in Hong Kong: Mr. LAU Man Tak Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong 30 April 2013

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 grant of 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 Bye-laws, Mr. Yip Wai Lun, Alvin and Mr. Leung Ka Kui, Johnny shall retire at the AGM and being eligible, will offer themselves for re-election.

The nomination committee of the Company has assessed the independence of all the Independent Non-executive Directors in particular, Mr. Leung Ka Kui, Johnny, who has served the Board for more than nine years. Mr. Leung Ka Kui, Johnny does not have any management role in the Company and its subsidiaries since his appointment. He has expressed his willingness clearly to exercise independent judgement and has been giving objective views to the Company. There is no evidence that length of tenure is having an unfavourable influence on his independence. The Board is satisfied that, as well proven by the valuable independent judgement and advice given by Mr. Leung Ka Kui, Johnny over the years, Mr. Leung Ka Kui, Johnny has the required character, integrity, independence and experience to perform the role of an Independent Non-executive Director. The Board is not aware of any circumstances that might influence Mr. Leung Ka Kui, Johnny in exercising his independent judgement and therefore believes he is still independent and should be re-elected at the AGM.

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

At the AGM, the Directors wish to propose an ordinary resolution as set out in Ordinary Resolution 4 of the AGM Notice to grant the Directors the Share Issue 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 875,823,986 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 Ordinary Resolution 4 at the AGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 175,164,797 Shares under the Share Issue Mandate, representing 20% of the Shares in issue as at the Latest Practicable Date.

The Share Issue Mandate will expire 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 the laws of Bermuda or the Bye-laws or any applicable law; and (iii) the revocation or variation of such authority by the passing of an ordinary resolution by the Shareholders in general meeting.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING

On pages 8 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 and the grant of the Share Issue Mandate.

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 in Hong Kong 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 (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) 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 grant of 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 Friday, 31 May 2013:

Mr. Yip Wai Lun, Alvin

Mr. Yip Wai Lun, Alvin, aged 50, joined the Company as Executive Director on 27 July 2009 and was first re-designated as Deputy Chairman and Deputy Managing Director of the Company on 2 March 2010, and subsequently re-designated as Chairman and Managing Director of the Company on 29 October 2010. Mr. Yip, assuming leadership role of the Board, is responsible for formulating strategic plans, directing business development and overseeing daily management of the Group. Mr. Yip has over 25 years of experience as entrepreneur and key management in a variety of business, ranging from manufacturing and technology to transportation. He has also led in the formation and management of a number of joint ventures and partnership arrangement with multinational companies.

There is a service contract entered into between the Company and Mr. Yip in relation to his directorship in the Company for a period of three years commencing on 14 December 2012, which may be terminated by either party by giving a six months’ notice. 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 Bye-laws.

The amount of director’s emoluments paid to Mr. Yip for the year ended 31 December 2012 was HK$5,854,000. 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 Director’s contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Yip had corporate interest in 146,288,922 Shares and 660,000,000 underlying Shares and beneficial interest in debenture of the Company in the amount of HK$14,418,905 which are freely transferable and convertible into Shares, within the meaning of Part XV of the SFO.

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APPENDIX

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Leung Ka Kui, Johnny

Mr. Leung Ka Kui, Johnny, aged 55, joined the Company as Independent Non-executive Director on 28 January 2000 and holds a Bachelor of Laws of the University of London. Mr. Leung is a qualified solicitor in Hong Kong, England & Wales and Singapore, and is a Notary Public and China Appointed Attesting Officer. He has over 27 years of experience in legal field and is the senior partner of Messrs. Johnny K.K. Leung & Co., Solicitors & Notaries. Mr. Leung is currently an independent non-executive director of Celestial Asia Securities Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange and Phoenitron Holdings Limited, the shares of which are listed on the Growth Enterprise Market of the Stock Exchange. He was an independent non-executive director of Bingo Group Holdings Limited for the period from September 2009 to September 2010, the shares of which are listed on the Growth Enterprise Market of the Stock Exchange.

There is a letter of appointment entered into between the Company and Mr. Leung in relation to his directorship in the Company for a period of three years commencing on 14 December 2012, which may be terminated by one month’s notice in writing served by the Company on Mr. Leung or by instant notice in writing served by Mr. Leung on the Company. 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 Bye-laws.

The amount of director’s fee paid to Mr. Leung for the year ended 31 December 2012 was HK$100,000. 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. Leung had personal interest in 29,000 Shares and held Options granted to him under the Share Option Scheme entitling him to subscribe for 149 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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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
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NOTICE IS HEREBY GIVEN that the Annual General Meeting of AMCO United Holding Limited (the “Company”) will be held at 20/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong on Friday, 31 May 2013 at 2:30 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 2012.

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;

• For identification purposes 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 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.

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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 YIP Wai Lun, Alvin Chairman and Managing Director

30 April 2013

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

Principal place of business in Hong Kong: 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 ANNUAL 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 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 in Hong Kong 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 thereof (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 thereof (as the case may be) should they so wish.

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