ICO Group Limited — Capital/Financing Update 2014

Apr 7, 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 GM PLACING

The Board is pleased to announce that the condition set out in the GM Placing Agreement has been fulfilled, and completion of the GM Placing took place on 7 April 2014 in accordance with the terms and conditions of the GM Placing Agreement.

An aggregate of 175,160,000 GM Placing Shares, representing approximately 16.67% of the existing issued share capital of the Company immediately after completion of the GM Placing, have been successfully placed to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The net proceeds from the GM Placing are approximately HK$40.3 million.

Reference is made to the announcement of AMCO United Holding Limited (“ Company ”) dated 24 March 2014 (“ Announcement ”) in relation to, among other matters, the GM Placing under the General Mandate. 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 GM Placing Agreement has been fulfilled, and completion of the GM Placing took place on 7 April 2014 in accordance with the terms and conditions of the GM Placing Agreement. An aggregate of 175,160,000 GM Placing Shares, representing approximately 16.67% of the existing issued share capital of the Company immediately after completion of the GM Placing, have been successfully placed to not less than six Placees at the Placing Price of HK$0.239 per GM 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 GM Placing. The net proceeds from the GM Placing are approximately HK$40.3 million.

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 GM Placing:

Shareholders(Note 1)The Placees of theGM Placing (Note 2)Mr. Yip Wai Lun, Alvin andhis associates (Note 3)Ms. Leung Mei Han andher associates (Note 4)Mr. Leung Ka Kui, Johnny(Note 5)Other public ShareholdersTotal	Immediately before completionof the GM PlacingNumber ofSharesApproximate%2,016,0000.23146,288,92216.70218,116,00024.9129,000Negligible509,374,06458.16875,823,986100.00	Immediately after completionof the GM PlacingNumber ofSharesApproximate%177,176,00016.86146,288,92213.92218,116,00020.7529,000Negligible509,374,06448.471,050,983,986100.00	Immediately after completionof the GM PlacingNumber ofSharesApproximate%177,176,00016.86146,288,92213.92218,116,00020.7529,000Negligible509,374,06448.471,050,983,986100.00
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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 7 April 2014 and does not take into account (i) the conversion Shares that may be allotted and issued pursuant to the exercise of conversion rights attached to the convertible notes in an aggregate principal amount of HK$40,043,810 due on 31 December 2015; (ii) 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 (iii) 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. One Placee of the GM Placing held 2,016,000 Shares immediately before completion of the GM Placing.

3. Mr. Yip Wai Lun, Alvin, the chairman of the Board and a managing Director, holds 145,658,922 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.

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

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

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

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

Chairman and Managing Director

Hong Kong, 7 April 2014

As at the date of this announcement, Mr. Yip Wai Lun, Alvin and Ms. Leung Mei Han 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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