ICO Group Limited — AGM Information 2015

May 15, 2015

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, ADOPTION OF THE NEW SHARE OPTION SCHEME 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, Wanchai, Hong Kong on Tuesday, 30 June 2015 at 11:00 a.m. is set out on pages 24 to 27 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 branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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, and in such case, the proxy form previously submitted shall be deemed to be revoked.

15 May 2015

• 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.	Proposed adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Listing Rules requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Details of retiring Directors proposed for re-election. . . . . . . . . . . . .	9
Appendix II	– Summary of the Principal Terms of
	the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24

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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 at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Tuesday, 30 June 2015 at 11:00 a.m.; “AGM Notice” the notice convening the AGM as set out on pages 24 to 27 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; “close associate(s)” has the meaning as defined under the Listing Rules; “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” 12 May 2015, 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;

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DEFINITIONS

“New Share Option Scheme”	the new share option scheme proposed to be adopted at
	the AGM, a summary of its principal terms is set out in
	Appendix II to this circular;
“Old Share Option Scheme”	the share option scheme adopted by the Company on 12
	June 2004;
“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(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: Mr. YIP Wai Lun, Alvin (Chairman and Managing Director) Ms. LEUNG Mei Han Mr. CHENG Kin Chor Mr. LEUNG Kelvin Ming Yuen

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

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

Principal place of business in Hong Kong: Unit 1005, 10/F Tower III, Enterprise Square 9 Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong 15 May 2015

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATE TO ISSUE SHARES, ADOPTION OF THE NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the ordinary resolutions to be proposed at the AGM for the approval of (i) the re-election of the retiring Directors; (ii) the grant of the Share Issue Mandate; and (iii) the adoption of the New Share Option Scheme, and to give you 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 86(2) of the Bye-laws, Mr. Cheng Kin Chor, Mr. Leung Kelvin Ming Yuen and Mr. Wong Siu Ki shall retire at the AGM and being eligible, will offer themselves for re-election at the AGM.

In accordance with Bye-law 87 of the Bye-laws, Mr. Leung Ka Kui, Johnny and Mr. Lau Man Tak will retire at the AGM and being eligible for re-election.

The nomination committee of the Board 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 and Mr. Lau Man Tak, the independent nonexecutive Directors, would like to allocate more time to their business commitments and will not offer themselves for re-election 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 reelected as required to be disclosed under the Listing Rules are set out in the Appendix I 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 No. 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 306,486,321 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 No. 4 at the AGM, the Directors will be authorised to allot, issue or otherwise deal with a maximum of 61,297,264 Shares under the Share Issue Mandate, representing 20% of the Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

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.

4. PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

The Old Share Option Scheme expired on 11 June 2014. The Company did not maintain any share option scheme as at the Latest Practicable Date. As at the Latest Practicable Date, there were no options granted but not yet exercised under the Old Share Option Scheme. In order to enable the Company to grant options to selected eligible participants, including the Directors, as incentives or rewards for their contributions to the Group, the Directors propose to recommend to the Shareholders at the AGM to approve the adoption of the New Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the AGM is set out in Appendix II to this circular.

It is proposed that, subject to the approval of the Shareholders for the adoption of the New Share Option Scheme at the AGM, the New Share Option Scheme will take effect, subject to the approval of the Stock Exchange, on the date of its adoption. Operation of the New Share Option Scheme will commence after all conditions precedent have been fulfilled.

The New Share Option Scheme is conditional upon:

• (i) the passing of an ordinary resolution at the AGM to approve and adopt the New Share Option Scheme and to authorise the Board to grant the options thereunder and allot, issue and deal with the Shares which fall to be issued by the Company pursuant to the exercise of the options under the New Share Option Scheme; and

• (ii) the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares to be issued by the Company pursuant to the exercise of the options which may be granted under the New Share Option Scheme.

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LETTER FROM THE BOARD

Under the New Share Option Scheme, the Board has the authority to set terms and conditions in the grant of the options (i.e. to set conditions in relation to the minimum period of the options to be held and/or the performance targets to be achieved before such options can be exercised and the requirement for a minimum subscription price). With such authority and flexibility, the Directors may impose different conditions in the grant of the options to the participants as they consider appropriate with a view to achieving the purpose of the New Share Option Scheme as stated above. None of the Directors is a trustee of the New Share Option Scheme nor has any direct or indirect interests in the trustees.

As the purpose of the New Share Option Scheme is to enable the Company to grant options to participants as incentives or rewards for their contributions to the Group and hence can enable the Group to recruit and retain senior management and key employees, attract human resources that are valuable to the Group and to provide the participants with an opportunity to have a personal stake in the Company through the Company offering the grant of options with the view to motivate the participants to optimize their performance and efficiency for the benefit of the Group, the Directors consider that the adoption of the New Share Option Scheme is in the interests of the Company and the Shareholders as a whole.

A copy of the New Share Option Scheme is available for inspection at the head office and principal place of business of the Company in Hong Kong at Unit 1005, 10/F, Tower III, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong during normal business hours on any weekdays other than public holidays from the date of this circular up to and including the date of the AGM.

4.1. Scheme mandate limit and maximum number of Shares to be issued

Shares which may fall to be issued upon the exercise of all options to be granted under the New Share Option Scheme at any time may not exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme. On the basis of 306,486,321 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of adoption of the New Share Option Scheme, the initial maximum number of shares that may be allotted and issued upon exercise of all the options to be granted under the New Share Option Scheme will be 30,648,632 Shares under Rule 17.03(3) of the Listing Rules, should the New Share Option Scheme be adopted being 10% of the Company’s issued share capital as at the date of approval of the New Share Option Scheme by the Shareholders at the AGM, which maximum number may however be refreshed as detailed in paragraph (5) of the Appendix II to this circular provided that the maximum number of Shares in respect of which options may be granted under the New Share Option Scheme and any other schemes of the Company shall not exceed 30% of the issued share capital of the Company from time to time.

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LETTER FROM THE BOARD

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued and allotted pursuant to the exercise of the options in accordance with the terms and conditions of the New Share Option Scheme.

4.2. Value of the options

The Company considers that it would not be appropriate to state the value of all options that can be granted under the New Share Option Scheme as if they have been granted on the Latest Practicable Date, as a number of variables which are crucial for the calculation of the option value are yet to be determined. Such variables include the subscription price payable for the Shares, exercise period, any lock-up period and any performance target. The Company believes that any calculation of the value of the options as at the Latest Practicable Date based on a number of speculative assumptions would be misleading to the Shareholders.

5. ANNUAL GENERAL MEETING

On pages 24 to 27 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 grant of the Share Issue Mandate and the adoption of the New Share Option Scheme.

6. LISTING RULES REQUIREMENT

As at the Latest Practicable Date, no Shareholder is required to abstain from voting at the AGM under the Listing Rules. 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.

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 branch share registrar and transfer office in Hong Kong at Level 22, Hopewell Centre, 183 Queen’s Road East, 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, and in such case, the proxy form previously submitted shall be deemed to be revoked.

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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 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.

9. RECOMMENDATION

The Directors believe that the resolutions (including the resolutions for the re-election of the retiring Directors, the grant of the Share Issue Mandate and the adoption of the New Share Option Scheme) as set out in the AGM Notice are all in the interests of the Company and the 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 I

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 Tuesday, 30 June 2015:

Mr. Cheng Kin Chor

Mr. Cheng Kin Chor , aged 38, joined the Group as a general manager in June 2014 and was appointed as Executive Director on 1 October 2014. He is also a director of certain subsidiaries of the Company. Mr. Cheng obtained his Bachelor of Arts with honours from The Chinese University of Hong Kong in December 1998. He has over 13 years of experience in mass media, corporate communication and public relation planning, as well as provision of related consultation services. Prior to joining the Group, Mr. Cheng worked as an account director in a private public relation company from October 2003 to May 2014, being responsible for overseeing the account servicing team. Prior to this, he served as an editor and reporter for local magazine and newspapers from March 2001 to July 2003.

There is a service contract entered into between the Company and Mr. Cheng in relation to his directorship in the Company for a period of three years commencing on 1 October 2014, which may be terminated by either party by giving a one month’s notice. Mr. Cheng 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.

The amount of director’s emoluments paid to Mr. Cheng for the year ended 31 December 2014 was HK$172,000 (which was pro-rata to the period of services in the year of his appointment). The emoluments of Directors are determined by the Board having regard to the recommendation of the Remuneration Committee and with reference to the Directors’ contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Cheng did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Leung Kelvin Ming Yuen

Mr. Leung Kelvin Ming Yuen , aged 37, joined the Company as Executive Director on 1 May 2015. He obtained his Bachelor of Science with honours from the University of Toronto in June 2008. Mr. Leung worked in Convoy Financial Services Limited in April 2008 and he was later transferred to Convoy Asset Management Limited since April 2009 until March 2010 and his last position was senior officer in portfolio management and strategy. Mr. Leung also served as a portfolio manager in AMTD Financial Planning Limited from August 2010 to March 2013. Mr. Leung worked as the head of research team in Round Table Family Service Limited from 2013 to 2014. Mr. Leung is currently a licensed person to carry out type 1 regulated activity (dealing in securities) and type 4 regulated activity (advising on securities) under the SFO.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is a service contract entered into between the Company and Mr. Leung in relation to his directorship in the Company for a period of three years commencing on 1 May 2015, which may be terminated by either party by giving a one month’s notice. Mr. Leung 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.

The amount of director’s emoluments payable to Mr. Leung for the year ending 31 December 2015 was HK$240,000 (which will be pro-rata to the period of services in the year of his appointment). The emoluments of Directors are determined by the Board having regard to the recommendation of the Remuneration Committee and with reference to the Directors’ contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Leung did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Wong Siu Ki

Mr. Wong Siu Ki , aged 38, joined the Company as Independent Non-executive Director on 1 May 2015. He graduated from the Hong Kong Polytechnic University with a bachelor’s degree in Accountancy with First Class Honours in November 1998. He is a fellow member of the Association of Chartered Certified Accountants, an associate of the Institute of Chartered Accountants in England and Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Wong has more than 17 years of solid working experiences in corporate management, capital markets and the financial sector in Hong Kong and the People's Republic of China. From 1997 to 2003, Mr. Wong worked in an international accounting firm specialising in client’s initial public offerings. From 2004 to 2007, Mr. Wong was appointed as the chief financial officer and company secretary of Eagle Brand Holdings Limited, a company listed on the main board of the Stock Exchange of Singapore. From 2007 to 2010, Mr. Wong was appointed as the chief financial officer and company secretary of Xingfa Aluminum Holdings Limited (“Xingfa”), the shares of which are listed on the Main Board of the Stock Exchange. From 2010 to 2012, Mr. Wong was appointed as a non-executive director of Xingfa and since December 2012, Mr. Wong has been an alternate director and an alternate authorised representative under Rule 3.05 of the Listing Rules to an executive director and the chairman of the board of Xingfa. Mr. Wong has also been the chief investment officer of Xingfa since 27 April 2015. Since December 2013, Mr. Wong has been served as an independent non-executive director of Major Holdings Limited, whose shares are listed on the Growth Enterprise Market of the Stock Exchange.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is a letter of appointment entered into between the Company and Mr. Wong in relation to his directorship in the Company for a period of three years commencing on 1 May 2015, which may be terminated by one month’s notice in writing served by the Company on Mr. Wong or by instant notice in writing served by Mr. Wong on the Company. Mr. Wong 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.

The amount of director’s fee payable to Mr. Wong for the year ending 31 December 2015 was HK$100,000 (which will be pro-rata to the period of services in the year of his appointment). The emoluments of Directors are determined by the Board having regard to the recommendation of the Remuneration Committee and with reference to the Directors’ contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Wong 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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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme proposed to be adopted at the AGM which serves to summarize the terms of the New Share Option Scheme, but does not constitute the full terms of the same.

In this Appendix II, unless the context otherwise requires:

• “Calculation Agent”

means the independent financial advisers or auditors appointed by the Company for the purposes of certifying certain adjustments under the rules of the Scheme;

“Directors”

means the directors of the Company for the time being or a duly authorised committee thereof;

• “Eligible Employee”

means any employee (whether full time or part time, including any executive director but excluding any nonexecutive director) of the Company, any subsidiary of the Company or any Invested Entity;

“Eligible Participant” means a person who may be invited by the Directors to take up Options pursuant to the Scheme;

• “Invested Entity”

means any entity in which any member of the Group holds any equity interest;

• “Offer”

• means an offer for the grant of an Option pursuant to the Scheme;

“Offer Date”

means the date, which must be a business day, on which an Offer is made to an Eligible Participant;

• “Option(s)”

means any option(s) to subscribe for the Shares granted under the Scheme;

“Option Period”

means, in relation to an Option, a period (which may not be later than 10 years from the Offer Date of that Option) to be determined and notified by the Directors to the grantee thereof and, in the absence of such determination, from the Offer Date to the earlier of (i) the date on which such Option lapses under the rules of the Scheme; and (ii) 10 years from the Offer Date of that Option;

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF

THE NEW SHARE OPTION SCHEME

“Scheme”

means the New Share Option Scheme proposed to be adopted by the Company at the AGM;

“Share(s)”

means ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company, or, if there has been a subdivision, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such other nominal amount as shall result from any such sub-division, consolidation, reclassification or reconstruction; and

“Subscription Price”

means the price per Share at which a grantee may subscribe for the Shares on the exercise of an Option pursuant to the terms of the Scheme, subject to adjustment in accordance with the Scheme.

1. PURPOSE OF THE SCHEME

The purpose of the Scheme is to enable the Group to grant Options to the Eligible Participants as incentives or rewards for their contributions to the Group.

2. ELIGIBLE PARTICIPANTS OF THE SCHEME

The Directors may in their discretion make an Offer to any person belonging to the following classes of participants to subscribe for Shares:

• (1) any Eligible Employee;

• (2) any non-executive directors (including independent non-executive directors) of the Company, any subsidiary of the Company or any Invested Entity;

• (3) any supplier of goods or services to any member of the Group or any Invested Entity;

• (4) any customer of any member of the Group or any Invested Entity;

• (5) any person or entity that provides research, development or other technical support to any member of the Group or any Invested Entity;

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (6) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;

• (7) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity; and

• (8) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group,

and, for the purposes of the Scheme, the Offer may be made to any company wholly owned by one or more Eligible Participants.

The eligibility of any of the Eligible Participants to an Offer shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to his contribution to the development and growth of the Group.

3. PERIOD OF THE SCHEME

The Scheme shall be valid and effective until the close of business of the Company on the date which falls ten (10) years after the date on which the Scheme is adopted, after which period no further options may be issued but the provisions of the Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options granted or exercised prior thereto or otherwise as may be required in accordance with the provisions of the Scheme.

4. PERFORMANCE TARGETS

Unless otherwise determined by the Directors and stated in the Offer to an Eligible Participant who accepts an Offer, the Eligible Participant concerned is not required to achieve any performance targets before the exercise of an Option granted to him.

5. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

• (a) The maximum number of Shares which may be allotted and issued upon exercise of all outstanding Options granted and yet to be exercised under the Scheme and all other share option schemes adopted by the Company (if any) (the ‘‘Other Schemes’’) shall not exceed 30% of the shares of the Company or the subsidiaries in issue from time to time.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (b) The total number of Shares which may be allotted and issued upon exercise of all Options (excluding, for this purpose, options which have lapsed in accordance with the terms of the Scheme and the Other Schemes) to be granted under the Scheme and the Other Schemes must not in aggregate exceed 10% of the Shares in issue as at the date of passing of resolution by the Shareholders in general meeting approving and adopting the Scheme (the “General Scheme Limit”) provided that:

• (1) the Company may seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the Scheme and the Other Schemes must not exceed 10% of the Shares in issue as at the date of approval of the refreshed General Scheme Limit and for the purpose of calculating the refreshed General Scheme Limit, options (including those outstanding, cancelled, lapsed or exercised in accordance with the Scheme and the Other Schemes) previously granted under the Other Schemes will not be counted for the purpose of calculating the General Scheme Limit as “refreshed”. A circular must be sent by the Company to the Shareholders shall contain, among other information, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules;

• (2) the Company may seek separate Shareholders’ approval in general meeting to grant Options under the Scheme beyond the General Scheme Limit to Eligible Participants specifically identified by the Company before such approval is sought. In such event, the Company must send a circular to the Shareholders containing a generic description of the specified participants, the number and terms of Options to be granted, the purpose of granting Options to the specified participants with an explanation as to how the terms of the Options serve such purpose and such other information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules; and

• (3) if the Company (or the subsidiary) conducts a share consolidation or subdivision after the refreshed General Scheme Limit has been approved in general meeting of the Company, the maximum number of shares that may be issued upon exercise of all options to be granted under the Scheme (or under the share option scheme of the subsidiary) under the refreshed General Scheme Limit as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (c) The total number of Shares issued and which may fall to be issued upon exercise of the Options and the options granted under Other Schemes (including both exercised or outstanding options) to each grantee in any 12-month period shall not exceed 1% of the issued share capital of the Company for the time being. Where any further grant of Options to a grantee under the Scheme would result in the Shares issued and to be issued upon exercise of all options granted and proposed to be granted to such person (including exercised, cancelled and outstanding options) under the Scheme and the Other Schemes in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such grantee and his close associates (or his associates if the Eligible Participant is a connected person of the Company) abstaining from voting and shall be subject to the issue of a circular (which will contain the identity of the relevant participant and the number and terms of the Options previously granted to the Eligible Participant) to the Shareholders. The number and terms (including the Subscription Price) of the Options to be granted to the Eligible Participant must be fixed before the Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price under Clause 7.

• (d) Where any grant of Options to a substantial shareholder (as defined in the Listing Rules) of the Company or an independent non-executive Director or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (1) representing in aggregate over 0.1% of the Shares in issue; and

• (2) having an aggregate value, based on the closing price of the Shares as quoted in the Stock Exchange’s daily quotation sheet at the Offer Date of each Offer, in excess of HK$5 million,

such further grant of Options must be approved by the Shareholders in general meeting.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (e) The making of an Offer to any Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company, or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is the grantee of an Option).

• (f) Any change in the terms of Options granted to any grantee who is a substantial shareholder (as defined in the Listing Rules) of the Company or an independent nonexecutive Director, or any of their respective associates must be approved by the Shareholders in general meeting.

• (g) For the purpose of seeking the approval of the Shareholders under rules of the Scheme summarized above, the Company must send a circular to the Shareholders containing the information required under the Listing Rules and where the Listing Rules shall so require, the vote at the Shareholders’ general meeting convened to obtain the requisite approval shall be taken on a poll with the grantee, his/her associates and all core connected persons (as defined in the Listing Rules) of the Company abstaining from voting. The grantee, his/her associates and all core connected persons (as defined in the Listing Rules) of the Company must abstain from voting at such general meeting. Any vote taken at the meeting to approve the grant of such Options must be taken on a poll. Any change in the terms of the Options granted to a substantial Shareholder or an independent non-executive Director or any of their respective associates must be approved by the independent Shareholders in general meeting.

6. TIME OF ACCEPTANCE AND EXERCISE OF OPTION

• (a) Any Offer may be accepted by an Eligible Participant in respect of less than the number of Shares which are offered provided that such number is clearly stated in the duplicate letter comprising acceptance of the Offer duly signed by such Eligible Participant and received by the Company together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof within such time as may be specified in the Offer (which shall not be later than 28 days from the Offer Date). Such remittance shall in no circumstances be refundable.

• (b) The Option Period of an Option must not end later than ten (10) years from the Offer Date of that Option.

• (c) For so long as the Shares are listed on the Stock Exchange:

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (1) an Offer may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced in accordance with the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of:

• (a) the date of the board meeting (as such date is first notified to the Stock Exchange under the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

• (b) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement, no Offer may be made; and

• (2) the Directors may not make any Offer to an Eligible Participant who is a Director during the periods or times in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

• (d) An Option shall be personal to the grantee and shall not be transferable or assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest whatsoever in favour of any third party over or in relation to any Option or enter into any agreement so to do. Any breach of the foregoing by a grantee shall entitle the Company to cancel any Option granted to such grantee to the extent not already exercised.

• (e) Unless otherwise determined by the Directors and stated in the Offer to a grantee, a grantee is not required to hold an Option for any minimum period nor achieve any performance targets before the exercise of an Option granted to him.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (f) Shares to be allotted and issued upon the exercise of an Option will be subject to all the provisions of the Bye-laws and the Company Act 1981 of Bermuda for the time being in force and will rank pari passu in all respects with the then existing fully paid Shares in issue on the date on which the Option is duly exercised or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members of the Company (the ‘‘Exercise Date’’) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. Any Share allotted and issued upon the exercise of an Option shall not carry voting rights, or rights to participate in any dividends or distributions of the Company, or any rights arising on a liquidation of the Company, or any rights as to transfer, in respect of the Shares to be issued upon the exercise of the Option, until the name of the grantee has been duly entered on the register of members of the Company as the holder thereof.

7. SUBSCRIPTION PRICE

The Subscription Price in respect of any Option shall be at the discretion of the Directors pursuant to Rule 17.03(9) of the Listing Rules, provided that it shall not be less than the highest of:

• (1) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the Offer Date, which must be a business day; and

• (2) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the Offer Date; and

• (3) the nominal value of a Share.

8. ADJUSTMENT TO THE SUBSCRIPTION PRICE

• (a) In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable or the Scheme remains in effect, and such event arises from a capitalisation of profits or reserves, rights issue, consolidation or sub-division of the Shares, or reduction of the share capital of the Company, then, in any such case the Company shall instruct the Calculation Agent to certify in writing the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular grantee, to:

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (1) the number or nominal amount of Shares to which the Scheme or any Option(s) relates (insofar as it is/they are unexercised); and/or

• (2) the Subscription Price of any Option; and/or

• (3) (unless the relevant grantee elects to waive such adjustment) the number of Shares comprised in an Option or which remains comprised in an Option,

and an adjustment as so certified by the Calculation Agent shall be made, provided that:

• (1) any such adjustment shall give the grantee the same proportion of the issued share capital of the Company for which such grantee would have been entitled to subscribe had he exercised all the Options held by him immediately prior to such adjustment;

• (2) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (3) the issue of Shares or other securities of the Group as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

• (4) any such adjustment shall be in compliance with the Listing Rules and such applicable rules, codes, guidance notes and/or interpretation of the Listing Rules from time to time promulgated by the Stock Exchange.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

In respect of any adjustment referred to above, other than any adjustment made on a capitalisation issue, the Calculation Agent must confirm to the Directors in writing that the adjustments satisfy the requirements of the relevant provisions of the Listing Rules.

9. LAPSE OF OPTION

The Option Period in respect of any Option shall automatically terminate and that Option (to the extent not already exercised) shall lapse on the earliest of:

• (1) the expiry of the Option Period;

• (2) the expiry of any of the periods specified in the rules of the Scheme following a grantee ceasing to be an Eligible Employee by reason of his death, ill-health or retirement or other causes or the occurrence of other circumstances specified in the rules of the Scheme;

• (3) in respect of a grantee who is an Eligible Employee, the date on which the grantee ceases to be an Eligible Employee by reason of termination of his employment on the grounds that he has been guilty of persistent or serious misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the grantee or any member of the Group or the Invested Entity into disrepute);

• (4) in respect of a grantee other than an Eligible Employee, the date on which the Directors shall at their absolute discretion determine that:

• (a) the grantee or his associate has committed any breach of any contract entered into between the grantee or his associate on the one part and any member of the Group or any Invested Entity on the other part; or

• (b) the grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; or

• (c) the grantee could no longer make any contribution to the growth and development of any member of the Group by reason of the cessation of its relations with the Group or by any other reason whatsoever; and

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (d) the option shall lapse as a result of any event specified in sub-paragraph (a), (b) or (c) above; and

• (5) the date on which the Directors shall exercise the Company’s right to cancel the Option by reason of a breach by the grantee of the transfer restriction in respect of that or any other Option.

10. CANCELLATION OF OPTIONS

• (a) Subject to the rules of the Scheme and Chapter 17 of the Listing Rules, any Option granted but not exercised may not be cancelled except with the prior written consent of the relevant grantee and the approval of the Directors.

• (b) Where the Company cancels any Option granted to a grantee but not exercised and issues new Option(s) to the same grantee, the issue of such new Option(s) may only be made with available unissued Options (excluding, for this purpose, the Options so cancelled) within the General Scheme Limit or the limits approved by the Shareholders pursuant to the Scheme.

11. ALTERATION OF THE SCHEME

• (a) The Scheme may be altered in any respect by a resolution of the Directors except that:

• (1) the provisions of the Scheme as to the definitions of ‘‘Eligible Participants’’, ‘‘Grantee’’, ‘‘Option Period’’ and ‘‘Termination Date’’; and

• (2) the provisions of the Scheme relating to the matters governed by Rule 17.03 of the Listing Rules,

shall not be altered to the advantage of grantees or prospective grantees except with the prior sanction of a resolution of the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the grantees as would be required of the Shareholders under the Bye-laws for the time being for a variation of the rights attached to the Shares.

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APPENDIX II

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (b) Any alterations to the rules of the Scheme which are of a material nature shall be approved by the Shareholders in general meeting except where the alterations take effect automatically under the existing terms of the Scheme.

• (c) Any change to the authority of the Directors or the administrators of the Scheme in relation to any alteration to the terms of the Scheme must be approved by the Shareholders in general meeting.

• (d) The terms of the Scheme and/or any Options amended pursuant to the rule summarized above must comply with the applicable requirements under Chapter 17 of the Listing Rules.

12. TERMINATION

The Company by resolution in general meeting may at any time terminate the operation of the Scheme and in such event no further Options will be offered but in all other respects the provisions of the Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted prior thereto or otherwise as may be required in accordance with the provisions of the Scheme and Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Scheme.

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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 Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Tuesday, 30 June 2015 at 11:00 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 2014.

2. (a) To re-elect Mr. Cheng Kin Chor as an Executive Director.

3. (b) To re-elect Mr. Leung Kelvin Ming Yuen as an Executive Director.

4. (c) To re-elect Mr. Wong Siu Ki as an Independent Non-executive Director.

5. (d) To authorise the Board of Directors of the Company to fix the Directors’ remuneration.

6. 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 resolutions as ordinary resolutions of the Company:

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

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;

4. (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

5. (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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).”

1. “ THAT conditional upon the Stock Exchange granting approval of the listing of and permission to deal in the shares of the Company falling to be issued pursuant to the exercise of any options granted under the share option scheme referred to in the circular dispatched to the shareholder of the Company on the same day as this notice, the terms of which are set out in the printed document marked “A” now produced to this meeting and for the purpose of identification signed by the chairman of this meeting hereof (the “New Share Option Scheme”), the New Share Option Scheme be approved and adopted to be the New Share Option Scheme of the Company and that the directors of the Company be authorised to grant options thereunder and to allot and issue shares of the Company pursuant to the New Share Option Scheme and take all such steps as may be necessary or desirable to give effect to such New Share Option Scheme.”

By Order of the Board

YIP Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 15 May 2015

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NOTICE OF ANNUAL GENERAL MEETING

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

Principal place of business in Hong Kong: Unit 1005, 10/F Tower III, Enterprise Square 9 Sheung Yuet 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 branch share registrar and transfer office in Hong Kong at Level 22, Hopewell Centre, 183 Queen’s Road East, 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, and in such case, the proxy form previously submitted shall be deemed to be revoked.

As at the date of this notice, Mr. Yip Wai Lun, Alvin, Ms. Leung Mei Han, Mr. Cheng Kin Chor and Mr. Leung Kelvin Ming Yuen are the Executive Directors; and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason, Mr. Lau Man Tak and Mr. Wong Siu Ki are the Independent Nonexecutive Directors.

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