ICO Group Limited — Capital/Financing Update 2014

Nov 14, 2014

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

COMPLETION OF PLACING

The Board is pleased to announce that the condition set out in the Placing Agreement has been fulfilled, and completion of the Placing took place on 14 November 2014 in accordance with the terms and conditions of the Placing Agreement.

An aggregate of 226,200,000 Placing Shares, representing approximately 14.76% of the issued share capital of the Company as at the date of this announcement immediately after completion of the Placing, have been placed to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The net proceeds from the Placing are approximately HK$25.4 million.

Reference is made to the announcement of AMCO United Holding Limited (“ Company ”) dated 31 October 2014 (“ Announcement ”) in relation to, amongst other matters, the Placing. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.

• For identification purposes only

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The Board is pleased to announce that the condition set out in the Placing Agreement has been fulfilled, and completion of the Placing took place on 14 November 2014 in accordance with the terms and conditions of the Placing Agreement. An aggregate of 226,200,000 Placing Shares, representing approximately 14.76% of the issued share capital of the Company as at the date of this announcement immediately after completion of the Placing, have been placed to not less than six Placees at the Placing Price of HK$0.118 per Placing Share.

To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, (i) each of the Placees and where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; and (ii) none of the Placees becomes a substantial shareholder of the Company upon completion of the Placing. The net proceeds from the Placing are approximately HK$25.4 million.

As stated in the section headed “Fund Raising Activities of the Company During the Past 12 Months” in the Announcement, the remaining net proceeds of approximately HK$35.3 million raised in the placing of 175,160,000 Shares (details of which are disclosed in the announcements of the Company dated 24 March 2014 and 30 June 2014) has not yet been utilised. Such net proceeds are remained in the bank to be used by the Group as intended.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the changes to the shareholding structure of the Company as a result of completion of the Placing:

Shareholders(Note 1) Mr. Yip Wai Lun, Alvin and his associates (Note 2) Ms. Leung Mei Han and her associates (Note 3) Mr. Leung Ka Kui, Johnny (Note 4) The Placees Other public Shareholders Total	Immediately before completion of the Placing Number of Shares Approximate % 175,126,732 13.41 218,116,000 16.70 29,000 negligible – – 912,959,874 69.89 1,306,231,606 100.00	Immediately after completion of the Placing Number of Shares Approximate % 175,126,732 11.43 218,116,000 14.23 29,000 negligible 226,200,000 14.76 912,959,874 59.58 1,532,431,606 100.00	Immediately after completion of the Placing Number of Shares Approximate % 175,126,732 11.43 218,116,000 14.23 29,000 negligible 226,200,000 14.76 912,959,874 59.58 1,532,431,606 100.00
			100.00

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Notes:

1. The number of existing Shares held by the Shareholders mentioned in the table above is based on the register of members of the Company and/or information as published on the website of the Stock Exchange as at 14 November 2014 and does not take into account (i) the allotment and issue of up to 140,000,000 Shares, 200,000,000 Shares and 260,000,000 Shares (all subject to adjustment) for the year ending 31 December 2014, 31 December 2015 and 31 December 2016 respectively in accordance with the performance incentive agreement dated 4 March 2011 (as amended and restated on 27 July 2011) entered into by the Company; and (ii) the Shares that may be allotted and issued pursuant to the exercise of the options granted under the share option scheme of the Company (“ Share Option Scheme ”) to subscribe for 298 Shares and such number of options which may be granted under the Share Option Scheme from time to time.

2. Mr. Yip Wai Lun, Alvin, the chairman of the Board and a managing Director, holds 174,496,732 Shares through Almeco United Group Limited and 630,000 Shares through Titron South China Limited. Mr. Yip Wai Lun, Alvin directly owns 100% of Almeco United Group Limited and directly owns 42.5% of Titron Group Holdings Limited, which in turn wholly owns Titron South China Limited.

3. Ms. Leung Mei Han, an executive Director, holds 218,116,000 Shares through Qshare Holding Limited, which is wholly owned by her.

4. Mr. Leung Ka Kui, Johnny is an independent non-executive Director.

5. It is a term of the Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon completion of the Placing.

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

Hong Kong, 14 November 2014

As at the date of this announcement, 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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