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ICO Group Limited AGM Information 2015

Mar 31, 2015

49938_rns_2015-03-31_c5a39e0d-a945-4537-af0c-5a0ae175f23f.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of AMCO United Holding Limited (“ Company ”) will be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2015 at 11:00 a.m., for the purpose of considering and, if thought fit, passing, the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the first business day immediately following the date on which this resolution is passed:

  • (a) every five (5) issued and unissued shares of HK$0.01 each in the existing share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) share of HK$0.05 each (“ Consolidated Shares ”);

  • (b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation;

  • For identification purposes only

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  • (c) the par value of each of the then issued Consolidated Shares be and is hereby reduced from HK$0.05 each to HK$0.01 each (“ New Shares ”) by cancelling the capital paidup thereon to the extent of HK$0.04 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Share be reduced from HK$0.05 to HK$0.01 (together with sub-paragraph (b) above are hereinafter referred to as “ Capital Reduction ”);

  • (d) each of the then authorised but unissued Consolidated Shares of HK$0.05 each be and is hereby sub-divided into five (5) New Shares of HK$0.01 each (“ Share Subdivision ”, together with the Share Consolidation and the Capital Reduction, “ Capital Reorganisation ”);

  • (e) the credits arising from the Capital Reduction be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (“ Contributed Surplus Account ”) and the directors of the Company (“ Directors ”) be and are hereby authorised to use the amount then standing to the credit of the Contributed Surplus Account in any manner as may be permitted under the bye-laws of the Company and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company which may arise from time to time and/or paying dividend and/or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

  • (f) the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision and to aggregate all fractional New Shares and sell them for the benefits of the Company.”

On behalf of the Board AMCO United Holding Limited Yip Wai Lun, Alvin

Chairman and Managing Director

Hong Kong, 1 April 2015

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Registered office: Principal place of business Clarendon House in Hong Kong: 2 Church Street Unit 1005, 10/F Hamilton HM 11 Tower III, Enterprise Square Bermuda 9 Sheung Yuet Road Kowloon Bay Kowloon Hong Kong

Notes

  1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint one or, if he/she/it is the holder of two or more shares, more than one proxy 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 proxy form for use at the SGM is enclosed herewith.

  4. The proxy form and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be) and in default the proxy form shall not be treated as valid. Completion and return of the proxy form shall not preclude members from attending and voting in person at the SGM or any adjournment 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 and Mr. Cheng Kin Chor are the executive Directors; and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the independent non-executive Directors.

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