ICO Group Limited — Capital/Financing Update 2014

Oct 31, 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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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THE PLACING

After trading hours on 31 October 2014, the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to offer for subscription and the Placing Agent has agreed to procure, as placing agent of the Company, Placee(s) to subscribe, failing which, the Placing Agent itself will subscribe for 226,200,000 Placing Shares at a price of HK$0.118 per Placing Share. The Placees and its ultimate beneficial owners shall be Independent Third Parties. The Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 30 May 2014.

• For identification purposes only

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The 226,200,000 Placing Shares represent (i) approximately 17.32% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 14.76% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares pursuant to the Placing (assuming there will not be any change in the issued share capital of the Company from the date of this announcement to the date of completion of the Placing). The aggregate nominal value of the Placing Shares under the Placing (assuming the Placing is completed) will be HK$2,262,000.

Subject to completion of the Placing, the gross proceeds from the Placing will be approximately HK$26.7 million and the net proceeds from the Placing (after deduction of commission and other expenses of the Placing) will be approximately HK$25.4 million. It is expected that such net proceeds from the Placing will be utilised for general working capital of the Group.

Since completion of the Placing is subject to the fulfilment of the condition as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

After trading hours on 31 October 2014, the Company entered into the Placing Agreement with the Placing Agent, the principal terms of which are summarised below.

THE PLACING AGREEMENT

Date:

31 October 2014

Issuer:

The Company

Placing Agent:

SBI China Capital Financial Services Limited

The Placing Agent has conditionally agreed to procure, as placing agent of the Company, the Placee(s) to subscribe, failing which, the Placing Agent itself will subscribe, for 226,200,000 Placing Shares. The Placing Agent will receive a placing commission of 3.5% of the aggregate Placing Price for the Placing Shares. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

2

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees:

The Placing Shares are to be placed to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties. Should the Placing Agent fail to procure not less than six Placees to subscribe for the Placing Shares in full, the unsubscribed Placing Shares should be placed to the Placing Agent who has warranted and undertaken to the Company that it and its ultimate beneficial owners are Independent Third Parties. The Placing Agent has also warranted and undertaken to the Company that none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company.

Placing Price:

The Placing Price of HK$0.118 per Placing Share represents:

• (i) a discount of approximately 18.06% to the closing price of HK$0.144 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

• (ii) a discount of approximately 18.06% to the average closing price of HK$0.144 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares and the capital requirement for the future development of the Group.

The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

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Subject to completion of the Placing, the gross proceeds from the Placing will be approximately HK$26.7 million and the net proceeds from the Placing (after deduction of commission and other expenses of the Placing) will be approximately HK$25.4 million. On such basis, the net issue price will be approximately HK$0.112 per Placing Share.

Placing Shares:

The 226,200,000 Placing Shares represent (i) approximately 17.32% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 14.76% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares pursuant to the Placing (assuming there will not be any change in the issued share capital of the Company from the date of this announcement to the date of completion of the Placing). The aggregate nominal value of the Placing Shares under the Placing (assuming the Placing is completed) will be HK$2,262,000.

Ranking:

The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares.

Condition of the Placing:

Completion of the Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares to be placed pursuant to the Placing Agreement on or before 21 November 2014 or such later date as the Company and the Placing Agent may agree in writing (“ Long Stop Date ”).

If the above condition is not satisfied on or before the Long Stop Date, the obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the Placing Agreement (save in respect of any antecedent breaches of any obligation thereunder).

Completion:

Completion of the Placing shall take place on the third Business Day after the fulfilment of the above condition or on such other date as the Company and the Placing Agent may agree in writing.

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Force majeure:

The Placing Agent reserves its right to terminate the Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the date of completion of the Placing if, in the reasonable opinion of the Placing Agent, after consultation with the Company:

• (1) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or

• (2) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or

• (3) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed; or

• (4) any statement contained in all announcements, circulars, interim and annual reports issued by the Company to the Stock Exchange and/or the Shareholders since the publication of the announcement of the Company relating to the annual results of the Company for the year ended 31 December 2013 has become or been discovered to be untrue, incorrect or misleading in any material respect which in the opinion of the Placing Agent would be materially adverse in the consummation of the Placing.

The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

Since completion of the Placing is subject to the fulfilment of the condition as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

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GENERAL MANDATE TO ALLOT AND ISSUE THE PLACING SHARES

The Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 30 May 2014. Under the General Mandate, the Company is authorised to issue up to 226,214,321 Shares until the revocation, variation or expiration of the General Mandate. The Company has not exercised the power to allot and issue any new Shares pursuant to the General Mandate prior to the date of the Placing Agreement.

The allotment and issue of the Placing Shares is not subject to any additional Shareholders’ approval.

APPLICATION FOR LISTING

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in the manufacture and sale of medical devices products and manufacture and sale of plastic moulding products.

As disclosed in the announcements of the Company dated 18 June 2014 and 17 September 2014 in respect of the possible formation of JV Company, the Company entered into the memorandum of understanding on 18 June 2014 for the purpose of, among other things, setting up and operating medical aesthetic centre in Hong Kong, and despite months of discussions and negotiations, the parties to the memorandum of understanding have not reached consensus on the terms of the definitive agreement before the lapse of the memorandum of understanding on 17 September 2014, and accordingly the memorandum of understanding ceased to have further effect. In the meantime, the Company has continued to actively identify other business opportunities in relation to medical and/or healthcare products and services, but has taken a more cautious and conservative approach towards such business development.

Having considered the financial needs of the Group, the Directors are of the view that the Placing can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The Placing also represent good opportunities to broaden the shareholders’ base and the capital base of the Company. Taking into account the terms of the Placing Agreement, the Directors consider that the Placing is in the interest of the Company and the Shareholders as a whole.

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As disclosed above, the gross proceeds from the Placing will be approximately HK$26.7 million and the net proceeds from the Placing (after deduction of commission and other expenses of the Placing) will be approximately HK$25.4 million. It is expected that such net proceeds from the Placing will be utilised for general working capital of the Group.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Apart from the fund raising activity mentioned below, the Company had not conducted any other fund raising activities in the past 12 months immediately preceding the date of this announcement.

			Actual use of net proceeds
		Intended use of	as at the date of
Date of Announcements	Fund raising activity	net proceeds	this announcement
24 March 2014 and	Placing of 175,160,000	General working capital of	The net proceeds had been
7 April 2014	Shares at HK$0.239 per	the Group	utilised as intended.
	Share pursuant to the
	general mandate granted
	to the Directors by the
	Shareholders at the annual
	general meeting of the
	Company held on 31 May
	2013
24 March 2014 and	Placing of 175,160,000	Approximately HK$40.1	(i) Approximately HK$4.3
30 June 2014	Shares at HK$0.239 per	million, (i) HK$9.4	million has been
	Share pursuant to the	million of which was	used for the research
	specific mandate granted	intended to be used	and development of
	to the Directors by the	for the research and	new medical and/or
	Shareholders at the special	development of new	healthcare products and
	general meeting of the	medical and/or healthcare	services as intended; (ii)
	Company held on 20 June	products and services;	Approximately HK$0.2
	2014	(ii) HK$21.4 million of	million has been used for
		which was intended to be	the launch of new medical
		used the launch of new	and/or healthcare products
		medical and/or healthcare	and services as intended;
		products and services;	and (iii) Approximately
		and (iii) HK$9.3 million	HK$0.3 million has
		of which was intended	been used for the set
		to be used for the set	up and development of
		up and development of	e-commerce platform.
		e-commerce platform
			The remaining net proceeds
			of approximately HK$35.3
			million has not yet been
			utilised.

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Placing (assuming the Placing is completed and there is no other change in the shareholding structure of the Company before the allotment and issue of the Placing Shares under the Placing) are set out as below:

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	As at the date of this announcement 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	Upon 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	Upon 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

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 31 October 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.

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1. 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.

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

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

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

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“AGM”

the annual general meeting of the Company held on 30 May 2014 at which, among other things, the General Mandate was granted to the Directors

“associates”

has the meaning ascribed to it in the Listing Rules

“Board”

“Board” the board of Directors “Business Day” any day (not being a Saturday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“Company” AMCO United Holding Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange

“connected person(s)” has the meaning ascribed to it in the Listing Rules

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“Director(s)”	director(s) of the Company
“General Mandate”	the general mandate granted to the Directors at the AGM
	to allot, issue or deal with up to 226,214,321 Shares
“Group”	the Company and its subsidiaries
“HK$”	the Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Independent Third	third party(ies) independent of the Company and not
Party(ies)”	connected nor acting in concert with any of the connected
	persons of the Company or their respective associates
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Placee(s)”	any individuals, corporate, institutional investors or other
	investors to be procured by or on behalf of the Placing
	Agent under the Placing
“Placing”	the offer by way of private placing of the Placing Shares
	by or on behalf of the Placing Agent for subscription by
	the Placee(s), failing which, by the Placing Agent itself,
	on the terms and subject to the conditions set out in the
	Placing Agreement
“Placing Agent”	SBI China Capital Financial Services Limited, a licensed
	corporation to carry out business in type 1 regulated
	activity (dealing in securities), type 4 regulated activity
	(advising on securities) and type 9 regulated activity
	(asset management), under the Securities and Futures
	Ordinance (Chapter 571 of the laws of Hong Kong)

10

“Placing Agreement” the conditional placing agreement entered into between the Company and the Placing Agent dated 31 October 2014 in relation to the Placing “Placing Price” HK$0.118 per Placing Share “Placing Shares” 226,200,000 new Shares to be placed pursuant to the Placing Agreement and each a “ Placing Share” “PRC” the People’s Republic of China “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent. On behalf of the Board AMCO United Holding Limited Yip Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 31 October 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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