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ICO Group Limited Board/Management Information 2015

Jun 30, 2015

49938_rns_2015-06-30_cd475b1e-9a16-474f-be9f-0e3ce665de95.pdf

Board/Management 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 announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

(1) CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS; AND

(2) CHANGE IN COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board wishes to announce that Mr. Jason Chan resigned as an independent nonexecutive Director with effect from 30 June 2015.

The Board is pleased to announce that each of Mr. Kenny Chan and Mr. Li was appointed as an independent non-executive Director with effect from 30 June 2015.

  • For identification purposes only

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CHANGE IN COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

Following the resignation of Mr. Jason Chan, the Board announces that Mr. Jason Chan ceased to be the chairman of the Audit Committee and a member of the Nomination Committee with effect from 30 June 2015.

The Board is pleased to announce that (i) Mr. Cheng Kin Chor, an executive Director, was appointed as a member of the Nomination Committee; (ii) Mr. Wong Siu Ki, an independent non-executive Director, was appointed as the chairman of the Audit Committee and a member of each of the Nomination Committee and the Remuneration Committee; (iii) Mr. Kenny Chan was appointed as the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee; and (iv) Mr. Li was appointed as a member of each of the Audit Committee and the Nomination Committee, in each case, with effect from 30 June 2015.

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The board (the “ Board ”) of directors (each, a “ Director ”) of AMCO United Holding Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) wishes to announce that Mr. Chan Kam Kwan, Jason (“ Mr. Jason Chan ”) resigned as an independent non-executive Director with effect from 30 June 2015 as he wishes to allocate more time to his other business commitments.

Mr. Jason Chan has confirmed that he does not have any disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company (“ Shareholders ”).

The Board is pleased to announce that each of Mr. Chan Ngai Sang Kenny (“ Mr. Kenny Chan ”) and Mr. Li Kwok Fat (“ Mr. Li ”) was appointed as an independent non-executive Director with effect from 30 June 2015. The biographical details of each of Mr. Kenny Chan and Mr. Li are set out below:

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Mr. Kenny Chan, aged 50 is a partner and founder of Kenny Chan & Co., a firm of Certified Public Accountants (Practising). Mr. Kenny Chan has over 25 years of experience in accounting, taxation, auditing and corporate finance and was involved in several merger and acquisition and initial public offering projects. Mr. Kenny Chan holds a Bachelor of Commerce degree in Accounting and Finance from The University of New South Wales and is a Fellow Member of The Association of International Accountants, an Associate Chartered Accountant of the Institute of Chartered Accountants of New Zealand, a Certified Practising Accountant of CPA Australia, a Fellow of the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”) and an Associate of the Taxation Institute of Hong Kong. Mr. Kenny Chan has served as the President of The Association of International Accountants Hong Kong Branch from July 2012 to June 2015 and has been accredited as an Authorised Supervisor of the HKICPA. He served as the District Governor of Lions Clubs International District 303 – Hong Kong & Macao, China in the year 2009/2010. Mr. Kenny Chan also serves as a panel member of the Mandatory Provident Fund Schemes Appeal Board, a committee member of the Tsuen Wan District Fight Crime Committee and a Honorary President of the Tsuen Wan District Junior Police Call. Mr. Kenny Chan is an independent non-executive director of each of TSC Group Holdings Limited (stock code: 206), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), Combest Holdings Limited (stock code: 8190), a company listed on the Growth Enterprise Market (“ GEM ”) of the Stock Exchange, Convoy Financial Holdings Limited (stock code: 1019), a company listed on the Main Board of the Stock Exchange, and WLS Holdings Limited (stock code: 8021), a company listed on GEM of the Stock Exchange.

Mr. Kenny Chan had been a director of the following private companies incorporated in Hong Kong, each of which was dissolved by deregistration pursuant to section 291AA(9) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) then in force.

Company name Date of dissolution Principal business Orient Step International Limited 26 March 2010 trading of garment Compass Capital Limited 7 March 2008 corporate consulting business

To the best knowledge and belief of Mr. Kenny Chan, each of the above companies was dissolved due to the cessation of its business and was solvent at the time of it being dissolved by deregistration.

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Pursuant to the letter of appointment entered into between the Company and Mr. Kenny Chan, Mr. Kenny Chan has been appointed for a term of three years from 30 June 2015, subject to retirement by rotation and re-election and other related provisions as stipulated in the byelaws of the Company and the Listing Rules. Mr. Kenny Chan is entitled to receive an annual director’s remuneration of HK$100,000 (which was determined with reference to prevailing market conditions, the relevant duties and responsibilities of Mr. Kenny Chan).

As at the date of this announcement, Mr. Kenny Chan is not interested in any Shares within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”) (Chapter 571 of the Laws of Hong Kong).

As at the date of this announcement, save as disclosed above, (i) Mr. Kenny Chan has not held any other major appointment and qualifications or any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Kenny Chan does not hold any other positions with the Company or other members of the Group; (iii) Mr. Kenny Chan does not have any relationship with any Directors, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the Listing Rules); and (iv) there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Kenny Chan.

Mr. Li, aged 39, obtained his Bachelor of Arts in Accountancy from The City University of Hong Kong in November 1998 and his Master of Finance (Investment Management) from The Hong Kong Polytechnic University in November 2010. Mr. Li worked as accountant in an audit firm from February 1999 to March 2001. He served as an accountant in the finance and order processing department of The Sincere Company Limited (stock code: 244), a company listed on the Main Board of the Stock Exchange, from July 2001 to September 2004. Mr. Li worked in subsidiaries of Group Sense (International) Limited (stock code: 601), a company listed on the Main Board of the Stock Exchange, from September 2004 to May 2010 and his last position was accounting manager. He served as a finance manager in a subsidiary of Siberian Mining Group Limited (stock code: 1142), a company listed on the Main Board of the Stock Exchange, from May 2010 to September 2011. He worked in a subsidiary of Ruifeng Petroleum Chemical Holdings Limited (stock code: 8096), a company listed on GEM of the Stock Exchange, from September 2011 to September 2012. Mr. Li has served as the company secretary and the financial controller of Code Agriculture (Holdings) Limited (stock code: 8153), a company listed on GEM of the Stock Exchange, since September 2012.

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Mr. Li was admitted as a member of the Association of Chartered Certified Accountants in May 2003 and a member of the HKICPA in January 2005.

As at the date of this announcement, Mr. Li is not interested in any Shares within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment entered into between the Company and Mr. Li, Mr. Li has been appointed for a term of three years from 30 June 2015, subject to retirement by rotation and re-election and other related provisions as stipulated in the bye-laws of the Company and the Listing Rules. Mr. Li is entitled to receive an annual director’s remuneration of HK$100,000 (which has been determined with reference to prevailing market conditions, the relevant duties and responsibilities of Mr. Li).

As at the date of this announcement, save as disclosed above, (i) Mr. Li has not held any other major appointment and qualifications or any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Li does not hold any other positions with the Company or other members of the Group; (iii) Mr. Li does not have any relationship with any Directors, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the Listing Rules); and (iv) there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Li.

The Board would like to take this opportunity to thank Mr. Jason Chan for his valuable contribution and services during his tenure of office and extend a warm welcome to each of Mr. Kenny Chan and Mr. Li to join the Company.

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CHANGE IN COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

Following the resignation of Mr. Jason Chan, the Board announces that Mr. Jason Chan ceased to be the chairman of the audit committee (“ Audit Committee ”) of the Board and a member of the nomination committee (“ Nomination Committee ”) of the Board with effect from 30 June 2015.

The Board is pleased to announce that (i) Mr. Cheng Kin Chor, an executive Director, was appointed as a member of the Nomination Committee; (ii) Mr. Wong Siu Ki, an independent non-executive Director, was appointed as the chairman of the Audit Committee and a member of each of the Nomination Committee and the remuneration committee (“ Remuneration Committee ”) of the Board; (iii) Mr. Kenny Chan was appointed as the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee; and (iv) Mr. Li was appointed as a member of each of the Audit Committee and the Nomination Committee, in each case, with effect from 30 June 2015.

By order of the Board AMCO United Holding Limited Yip Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 30 June 2015

As at the date of this announcement, 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. Wong Siu Ki, Mr. Chan Ngai Sang Kenny and Mr. Li Kwok Fat are the independent non-executive Directors.

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