ICO Group Limited — Capital/Financing Update 2014

Jun 3, 2014

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, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

AND

NOTICE OF SPECIAL GENERAL MEETING

Placing Agent

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Gransing Securities Co., Limited

A notice convening the special general meeting of AMCO United Holding Limited to be held at Lavender, Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on Friday, 20 June 2014 at 10:30 a.m. is set out on pages 17 to 18 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 principal place of business in Hong Kong at Unit 1005, 10/F, Tower III, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, 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.

4 June 2014

• For identification purposes only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SM Placing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for the SM Placing and use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Fund raising activities of the Company during the past 12 months . . . . . . . . . . . . . . .	13
Effects on shareholding structure of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Warning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“acting in concert”

has the meaning ascribed to it in the Code on Takeovers and Mergers of Hong Kong

“AGM”

the annual general meeting of the Company held on 31 May 2013 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”

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

“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 175,164,797 Shares

“GM Placing”

the offer by way of private placing of the GM 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 GM Placing Agreement

“GM Placing Agreement”

the conditional placing agreement entered into between the Company and the Placing Agent dated 24 March 2014 in relation to the GM Placing under the General Mandate

– 1 –

DEFINITIONS

• “GM Placing Shares”

• 175,160,000 new Shares placed pursuant to the GM Placing Agreement and each a “GM Placing Share”

• “Group”

the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)” third party(ies) independent of the Company and not connected nor acting in concert with any of the connected persons of the Company or their respective associates

• “Latest Practicable Date”

• 30 May 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Placee(s)” the individuals, corporates, institutional investors or other investors procured (in the case of the GM Placing) or to be procured (in the case of the SM Placing) by or on behalf of the Placing Agent under the GM Placing or (as the case may be) the SM Placing

• “Placing Agent”

Gransing Securities Co., Limited, a licensed corporation to carry out business in type 1 regulated activity (dealing in securities), type 4 regulated activity (advising on securities), type 6 regulated activity (advising on corporate finance) and type 9 regulated activity (asset management) under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• “Placing Agreements” collectively, the GM Placing Agreement and the SM Placing Agreement

“Placing Price”

• HK$0.239 per Placing Share

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DEFINITIONS

“Placing Shares” “PRC” “SGM”

collectively, the GM Placing Shares and the SM Placing Shares and each a “Placing Share” the People’s Republic of China

the special general meeting of the Company to be convened and held at Lavender, Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on Friday, 20 June 2014 at 10:30 a.m. for the Shareholders to consider and, if thought fit, approve, the SM Placing Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate)

“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) “SM Placing” the proposed offer by way of private placing of the SM Placing Shares by or on behalf of the Placing Agent to the Placee(s), on a best endeavour basis, on the terms and subject to the conditions set out in the SM Placing Agreement

• “SM Placing Agreement” the proposed conditional placing agreement entered into between the Company and the Placing Agent dated 24 March 2014 in relation to the SM Placing under the Specific Mandate

• “SM Placing Shares” a maximum of 175,160,000 new Shares proposed to be placed pursuant to the SM Placing Agreement and each a “SM Placing Share”

• “Specific Mandate” the special mandate to be granted by the Shareholders to the Board at the SGM for the allotment and issue of the SM Placing Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Stock Exchange”

“%”

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

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

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

4 June 2014

To the Shareholders

Dear Sir or Madam,

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 24 March 2014. On 24 March 2014, the Company entered into the GM Placing Agreement and the SM Placing Agreement with the Placing Agent in relation to the GM Placing and the SM Placing respectively. Completion of the GM Placing in respect of 175,160,000 GM Placing Shares took place on 7 April 2014.

• For identification purposes only

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LETTER FROM THE BOARD

The purpose of this circular is, among other matters, to provide you with the relevant information regarding the resolution to be proposed at the SGM relating to the placing of up to 175,160,000 SM Placing Shares and to give you notice of the SGM.

SM PLACING

The principal terms of the SM Placing Agreement are set out below:

Date:

24 March 2014

Issuer:

The Company

Placing Agent:

Gransing Securities Co., Limited

The Placing Agent has conditionally agreed to place up to 175,160,000 SM Placing Shares, on a best endeavour basis, to the Placees. The Placing Agent will receive a placing commission of 3% of the aggregate Placing Price for the SM Placing Shares actually placed by or on behalf of the Placing Agent on behalf of the Company in pursuance of its obligations under the SM Placing Agreement. 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 condition.

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

Placees:

The SM Placing Shares are to be placed to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company was informed by the Placing Agent that it has not yet commenced approaching any Placee for the SM Placing. However, the Placing Agent has indicated that it will not approach the same Placees of the GM Placing for the SM Placing, unless all its other clients’ potential interests in the SM Placing have been exhausted. As such, the Company is not in the position to confirm whether or not any Placee of the SM Placing would be the same as the Placees of the GM Placing. Notwithstanding this, pursuant to the SM Placing Agreement, the Placing Agent has warranted and undertaken to the Company that none of the Placees would, immediately upon completion of the SM Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company. If any of the Placees becomes a new substantial shareholder of the Company after completion of the SM Placing, further announcement will be made by the Company.

Placing Price:

The Placing Price of HK$0.239 per SM Placing Share represents:

• (i) a discount of approximately 30.72% to the closing price of HK$0.345 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (ii) a discount of approximately 9.81% to the closing price of HK$0.265 per Share as quoted on the Stock Exchange on 21 March 2014, which is the trading day immediately prior to the date of the SM Placing Agreement; and

• (iii) a discount of approximately 3.32% to the average closing price of HK$0.2472 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the SM Placing Agreement.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to the market prices of the Shares prevailing in the month of March 2014 prior to the parties commenced their discussions on the SM Placing in the week of 19 March 2014. The amount of the subscription money for the SM Placing sought by the Company was determined by the Company after having considered the capital requirement for the near future development of the Group, as more particularly described in the section headed “Reasons for the SM Placing and use of proceeds”.

The Directors consider that the terms of the SM 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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LETTER FROM THE BOARD

Assuming all the SM Placing Shares have been placed, the maximum gross proceeds from the SM Placing will be approximately HK$41.9 million and the maximum net proceeds will be approximately HK$40.1 million (after deduction of placing commission and other expenses of the SM Placing). On such basis, the net issue price will be approximately HK$0.2289 per SM Placing Share.

SM Placing Shares:

The maximum number of 175,160,000 SM Placing Shares represent (i) approximately 15.49% of the existing issued share capital of the Company as at the Latest Practicable Date and (ii) approximately 13.41% of the existing issued share capital of the Company as enlarged by the SM Placing (assuming the SM Placing is completed in full). The aggregate nominal value of the SM Placing Shares under the SM Placing (assuming the SM Placing is completed in full) will be HK$1,751,600.

Ranking:

The SM Placing Shares will rank, when issued and fully paid up, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the SM Placing Shares.

Conditions of the SM Placing:

Completion of the SM Placing is conditional upon:

• (i) the Stock Exchange granting the listing of, and permission to deal in, all of the SM Placing Shares to be placed pursuant to the SM Placing Agreement; and

• (ii) the Specific Mandate being obtained at the SGM.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure satisfaction of the above conditions prior to 4:00 p.m. on 30 June 2014 or such other date as the Company and the Placing Agent may agree in writing (“ SM Long Stop Date ”). If the above conditions are not satisfied by the SM Long Stop Date, all obligations of the Placing Agent and of the Company under the SM 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 SM Placing Agreement (save in respect of any antecedent breaches of any obligation thereunder).

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LETTER FROM THE BOARD

Any extension of the SM Long Stop Date beyond 30 June 2014 will be subject to re-approval from the Shareholders as such extension is considered as a new transaction. Should the Company and the Placing Agent extend the SM Long Stop Date beyond 30 June 2014, the Company will comply with the applicable requirements of the Listing Rules as and when necessary.

As at the Latest Practicable Date, none of the conditions above has been fulfilled.

Completion:

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

Mandate to issue the SM Placing Shares:

The SM Placing Shares proposed to be issued under the SM Placing Agreement will be issued pursuant to the Specific Mandate to be obtained at the SGM.

Force majeure:

The Placing Agent reserves its right to terminate the SM 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 SM 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 SM Placing; or

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

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LETTER FROM THE BOARD

• (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 SM Placing or makes it inadvisable or inexpedient for the SM 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 2012 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 SM Placing.

The Directors are not aware of the occurrence of any of such events as at the Latest Practicable Date.

Application for Listing

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the SM Placing Shares.

REASONS FOR THE SM 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 annual report of the Company for the year ended 31 December 2013, the Company has made the strategic move to streamline business processes and discontinued certain part of its operations during the past few years so as to focus resources in its core business activities.

The world’s population is growing, but also with a larger aging population than before. With consumers’ increasing awareness of health issues, global spending on medical and healthcare products are expected to increase. The Group plans to allocate more resources in expansion of its businesses segment of development, manufacture and sale of medical devices and health care products, provision of trading and distribution services in medical and/or healthcare related products including an e-commerce platform.

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LETTER FROM THE BOARD

Apart from the SM Placing, the Company has also considered other pre-emptive fund raising methods such as rights issue or alternative financing method such as bank loan to raise capital. Pre-emptive issues such as rights issue require the support of the issue by underwriter(s) on an irrevocable basis. However, the procedures and process for implementing a rights issue normally takes about two to three months to complete, involving the preparation and issue of a prospectus, the appointment of reporting accountants to report on any unaudited pro forma financial information for the purpose of the prospectus and a lengthy acceptance process by potential subscribers of the rights shares. In the circumstances, the Directors are of the view that it is not likely that arm’s length underwriters would be interested in a rights issue proposition on an irrevocable fully underwritten basis unless the issue was at a deep discount to market for them to derisk their exposure to the occurrence of adverse market changes during the lengthy process of a rights issue. Should that be the case, the resulted dilutive effect to the Shareholders could be greater than the SM Placing, and would not be in the interests of the Shareholders.

In the meantime, the obtaining of bank loan will be subject to the banks’ long due diligence and credit approval processes and there is no certainty on the outcome of the decision by financial institutions. It will also increase financial interest expenses of the Group and worsen its gearing ratio. The Directors are of the view that equity financing, such as the SM Placing, can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations at the same time.

Given the above, the Directors consider that the SM Placing would allow the Group to raise new equity without the burden of interest payment. Although the Placing Price is at a discount to the then market price of the Shares at the time of the SM Placing Agreement, it was at a discount customary to market placings of same type. The SM Placing also represents a good opportunity to broaden the Shareholders’ base and the capital base of the Company.

Taking into account the above factors, the Directors consider that the SM Placing, despite its dilution effect to existing Shareholders, is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

As disclosed above, the maximum net proceeds from the SM Placing are estimated to be approximately HK$40.1 million. It is expected that the net proceeds from the SM Placing will be used for the development, sales and marketing of medical and healthcare related products and services. The Company currently intends to apply such net proceeds in the following manner:

• approximately HK$9.4 million will be used for the research and development of new medical and/or healthcare products and services for the period from 1 July 2014 to 31 December 2015 with breakdown as follows.

With the domestic economic growth and the development of southeast Asia as well as other emerging countries, China’s competitive advantage of relatively low labour costs is disappearing and the Group expected it will be more difficult to rely solely on Original Equipment Manufacturing (“ OEM ”) production mode to generate satisfactory revenue for the Group. The Company therefore decides to re-position itself from an OEM to an Own Brand Manufacturing (“ OBM ”) in the medical and health related products industry by applying its existing skills and expertise to design medical and/or health related products and services under its own brand.

One of the critical factors to the success of the launch of new medical and/or healthrelated products and services is its strength in design. Approximately HK$4 million will be used to employ experienced designer(s) with proven track records to lead the design and production team of the Group for the research and development of the new products and services.

The medical and health related industry has high economic, regulatory and legal barriers to entry as compared with other industries. As a qualified vendor to supply components of disposable lancet devices for an engineering and manufacturing outsourcing service company in the United States for several years, the Group has gained significant competitive advantage over other industry participants in terms of its valuable experiences, technical know-how and expertise in overcoming the aforementioned barriers to entry. Approximately HK$4 million will be used to conduct and document the comprehensive testing on the medical and health related products and services to be developed by the Group that are required by relevant regulatory authorities of the PRC and worldwide before the submission of any new product application.

Approximately HK$1.4 million will be used for the general working capital associated with the aforementioned research and development activities.

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LETTER FROM THE BOARD

• approximately HK$21.4 million will be used for the launch of new medical and/or healthcare products and services for the period from 1 July 2014 to 31 December 2015 with breakdown as follows.

The Company plans to present new products and services under its own brand to move upward from an OEM to an OBM in the value chain. Approximately HK$2 million will be used for hiring several dedicated sales specialists to formulate and execute the marketing/branding strategies of medical and/or health related products and services in bundled packages to customers in the PRC and Hong Kong.

Approximately HK$2 million will be used for expanding the functional capabilities of the marketing team of the Group from production and co-ordination to higher valueadded activities such as brand building and brand marketing by hiring experienced marketing staff.

Approximately HK$10 million will be used for conducting marketing events to enhance the Group’s corporate image and set up branding for its own medical and/or healthcare products and services in the PRC and Hong Kong.

Approximately HK$6 million will be used to enlarge the Group’s product portfolio by obtaining distribution rights of medical and health related products and services that are complementary (“ Complementary Products ”) to the products and services of the Group due to their interrelated use. The demand for the Complementary Products therefore drives the demand of the products and services of the Group and vice versa. The Complementary Products will be packaged into bundles and/or packages with the products and services of the Group to bring comprehensive and personalised health care solutions to the customers.

Approximately HK$1.4 million will be used for the general working capital associated with the sales and marketing activities.

• approximately HK$9.3 million will be used for the set up and development of e-commerce platform for the period from 1 July 2014 to 31 December 2015 with breakdown as follows.

An e-commerce platform comprises social, sales and supply chain modules will be established to facilitate the provision of customer services, sales ordering and logistics management of the Group. The social module will leverage internet, blogs, forums and mobile applications to connect patients, doctors, professionals, with products and services providers. Professionals and industry participants will be invited to write

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LETTER FROM THE BOARD

blogs introducing popular health related knowledge and details of medical treatments, while patients and customers may obtain pre-sales enquiry and after-sales service support. It is expected that this social e-commerce platform will create valuable user experience that maintain stable returning participants to the platform.

Approximately HK$4.2 million will be used to hire information technology and logistics specialists with focus on website building, system administration and database management for the development and maintenance of the e-commerce platform.

Approximately HK$3.7 million will be used to engage service providers for the initial set-up of the e-commerce platform.

Approximately HK$1.4 million will be used for general working capital and administrative expenses associated with the establishment of the e-commerce platform.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Apart from the fund raising activity mentioned below and the entering into of the SM Placing Agreement, the Company had not entered into any agreement in relation to any fund raising activities in the past 12 months immediately preceding the Latest Practicable Date.

Date of		Net proceeds	Intended use of
announcement	Event	(approximately)	proceeds as announced	Actual use of proceeds
24 March 2014 and	Issue of new Shares under	HK$40.3 million	General working capital	(a) approximately HK$26.1 million
7 April 2014	the general mandate		of the Group	has been used for repayment of
	granted to the Directors			short term loan and the accrued
	by the Shareholders at the			loan interest and amount due to
	annual general meeting			a Director
	held on 31 May 2013

• (b) approximately HK$5.8 million has been used for general corporate payment

The remaining net proceeds of approximately HK$8.4 million remained unused as at the Latest Practicable Date.

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LETTER FROM THE BOARD

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 SM Placing (assuming all the SM Placing Shares are placed in full and there is no other change in the shareholding structure of the Company before the issue of the SM Placing Shares under the SM Placing) are set out as below:

Shareholders(Notes 1 and 2) Mr. Yip Wai Lun, Alvin and his associates (Note 3) Ms. Leung Mei Han and her associates (Note 4) Mr. Leung Ka Kui, Johnny (Note 5) The Placees of SM Placing (Notes 2 and 6) Other public Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate % 175,126,732 15.48 218,116,000 19.29 29,000 negligible – – 737,799,874 65.23 1,131,071,606 100.00	Upon completion of the SM Placing Number of Shares Approximate % 175,126,732 13.41 218,116,000 16.70 29,000 negligible 175,160,000 13.41 737,799,874 56.48 1,306,231,606 100.00	Upon completion of the SM Placing Number of Shares Approximate % 175,126,732 13.41 218,116,000 16.70 29,000 negligible 175,160,000 13.41 737,799,874 56.48 1,306,231,606 100.00
			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 the Latest Practicable Date 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 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. As at the Latest Practicable Date, the Company was informed by the Placing Agent that it has not yet commenced approaching any Placee for the SM Placing. However, the Placing Agent has indicated that it will not approach the same Placees of the GM Placing for the SM Placing, unless all its other clients’ potential interests in the SM Placing have been exhausted. As such, the Company is not in the position to confirm whether or not any Placee of the SM Placing would be the same as the Placees of the GM Placing. The Company was also not in a position to confirm whether any of the Placees of the SM Placing was holding any Shares as the Placees of the SM Placing have not yet been identified as at the Latest Practicable Date.

The above table is based on the assumption that the Placees of the SM Placing did not hold any Shares as at the Latest Practicable Date.

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LETTER FROM THE BOARD

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 Group Holdings Limited. Mr. Yip Wai Lun, Alvin directly owns 100% of Almeco United Group Limited and indirectly owns 42.5% of Titron Group Holdings 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 SM Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the completion of the SM Placing.

SGM

The SGM will be held at Lavender, Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on Friday, 20 June 2014 at 10:30 a.m. for the purposes of considering and, if thought fit, approving the SM Placing Agreement and all the transactions contemplated thereunder (including the grant of the Specific Mandate). To the best knowledge of the Directors, no Shareholder is required to abstain from voting at the SGM in respect of the resolution relating to the SM Placing and the Specific Mandate.

A notice convening the SGM is set out on pages 17 to 18 of this circular. A proxy form for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete and sign the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s principal place of business in Hong Kong at Unit 1005, 10/F, Tower III, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM 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 SGM or any adjournment thereof (as the case may be) should you so wish.

WARNING

Since completion of the SM Placing is subject to the fulfilment of the conditions as set out in the SM Placing Agreement which are set out in the paragraph headed “Conditions of the SM Placing” above, the SM Placing may or may not proceed.

Shareholders and potential investors are reminded to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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LETTER FROM THE BOARD

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 enquiries, 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.

RECOMMENDATION

The Directors are of the opinion that the SM Placing and the terms of the SM Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolution to be proposed at the SGM.

Your faithfully

On behalf of the Board

AMCO United Holding Limited YIP Wai Lun, Alvin

Chairman and Managing Director

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NOTICE OF SGM

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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
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NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of AMCO United Holding Limited (“ Company ”) will be held at Lavender, Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on Friday, 20 June 2014 at 10:30 a.m. for the purpose of considering and, it thought fit, passing, with or without modification, the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the conditional placing agreement entered into between the Company and Gransing Securities Co., Limited as placing agent dated 24 March 2014 in relation to the proposed offer by way of private placing of a maximum of 175,160,000 new shares of the Company on a best endeavour basis (“ SM Placing Agreement ”) (the principal terms of the SM Placing Agreement are summarised in the circular (“ Circular ”) to the shareholders of the Company dated 4 June 2014 and a copy of the SM Placing Agreement has been produced to the SGM marked “A” and signed by the chairman of the SGM for the purpose of identification) and all the transactions contemplated thereunder (including the allotment and issue of the SM Placing Shares (as defined in the Circular) pursuant thereto) be and are hereby approved; and

• For identification purposes only

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NOTICE OF SGM

• (b) the directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in their discretion consider necessary, desirable or expedient to give effect to the SM Placing Agreement and all the transactions contemplated thereunder (including the allotment and issue of the SM Placing Shares pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.”

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

Hong Kong, 4 June 2014

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

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