ICO Group Limited - Capital/Financing Update 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)

(I) PLACING OF NEW SHARES UNDER GENERAL MANDATE; (II) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; AND (III) RESUMPTION OF TRADING

Placing Agent

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Gransing Securities Co., Limited

THE GM PLACING

On 24 March 2014, the Company and the Placing Agent entered into the GM 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, not less than six Placees to subscribe, failing which, the Placing Agent itself will subscribe for 175,160,000 GM Placing Shares at a price of HK$0.239 per GM Placing Share. The Placees and their ultimate beneficial owners shall be Independent Third Parties. The GM Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 31 May 2013.

For identification purposes only

The 175,160,000 GM Placing Shares represent (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the GM Placing (subject to completion of the GM Placing); and (iii) approximately 14.29% of the existing issued share capital of the Company as enlarged by the GM Placing (subject to completion of the GM Placing) and the SM Placing (assuming the SM Placing is completed in full). The aggregate nominal value of the GM Placing Shares under the GM Placing will be HK$1,751,600.

Subject to completion of the GM Placing, the gross proceeds from the GM Placing will be approximately HK$41.9 million and the net proceeds will be approximately HK$40.3 million (after deduction of commission and other expenses of the GM Placing). It is expected that the entire net proceeds from the GM Placing will be utilised as general working capital of the Group.

THE SM PLACING

On 24 March 2014, the Company and the Placing Agent also entered into the SM Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best endeavour basis, up to 175,160,000 SM Placing Shares, to not less than six Placees who and whose beneficial owners are Independent Third Parties at a price of HK$0.239 per SM Placing Share. The SM Placing Shares will be allotted and issued pursuant to the Specific Mandate be obtained at the SGM.

The maximum number of 175,160,000 SM Placing Shares represent (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the SM Placing (assuming only the SM Placing is completed in full); and (iii) approximately 14.29% of the existing issued share capital of the Company as enlarged by the GM Placing (subject to completion of the GM Placing) and 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.

Assuming all the SM Placing Shares have been placed under the SM Placing, 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 commission and other expenses of the SM Placing). It is expected that the entire net proceeds from the SM Placing will be used for the development and marketing of medical or healthcare related products.

GENERAL

The maximum number of 350,320,000 Placing Shares to be placed under the GM Placing and the SM Placing represent (i) approximately 40.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 28.58% of the existing issued share capital of the Company as enlarged by the GM Placing (subject to completion of the GM Placing) and the SM Placing (assuming the SM Placing is completed in full). The aggregate nominal value of the Placing Shares under the GM Placing (subject to completion of the GM Placing) and the SM Placing (assuming the SM Placing is completed in full) will be HK$3,503,200.

The Placing Price of HK$0.239 per Placing Share was determined after arm’s length negotiations between the Company and the Placing Agent and represents: (i) 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 Placing Agreements; and (ii) 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 Placing Agreements.

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

The GM Placing and the SM Placing are not inter-conditional.

No Shareholders’ approval is necessary for the GM Placing while the SM Placing is subject to the Shareholders’ approval. The SGM will be convened and held for the purposes of considering and, if thought fit, approving the SM Placing and granting the Specific Mandate to allot and issue the SM Placing Shares proposed to be placed pursuant to the SM Placing Agreement. To the best knowledge of the Directors, no Shareholder is required to abstain from voting at the SGM in respect of the resolution(s) relating to the SM Placing and the Specific Mandate.

A circular containing, among other things, (i) further details of the SM Placing; and (ii) a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

RESUMPTION OF TRADING

Trading in the Shares has been halted at the request of the Company from 9:00 a.m. on 24 March 2014, pending the publication of this announcement. The Company has made an application to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 25 March 2014.

THE PLACING AGREEMENTS

(A) GM PLACING AGREEMENT

Date:

24 March 2014

Issuer:

The Company

Placing Agent:

Gransing Securities Co., 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 175,160,000 GM Placing Shares. The Placing Agent will receive a placing commission of 3% of the aggregate Placing Price for the GM 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 condition.

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 GM 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 GM Placing Shares in full, the unsubscribed GM 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 GM Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company.

Placing Price:

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

(i) 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 Placing Agreements; and
(ii) 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 Placing Agreements.

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 GM 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.

Subject to completion of the GM Placing, the gross proceeds from the GM Placing will be approximately HK$41.9 million and the net proceeds will be approximately HK$40.3 million (after deduction of commission and other expenses of the GM Placing). On such basis, the net issue price will be approximately HK$0.2298 per GM Placing Share.

GM Placing Shares:

Ranking:

The GM 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 GM Placing Shares.

Condition of the GM Placing:

Completion of the GM Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the GM Placing Shares to be placed pursuant to the GM Placing Agreement on or before 10 April 2014 or such later date as the Company and the Placing Agent may agree in writing (“ GM Long Stop Date ”).

If the above condition is not satisfied on or before the GM Long Stop Date, the obligations of the Placing Agent and of the Company under the GM 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 GM Placing Agreement (save in respect of any antecedent breaches of any obligation thereunder).

Completion:

Completion of the GM 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.

Mandate to allot and issue the GM Placing Shares:

The GM Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM. Under the General Mandate, the Company is authorised to issue up to 175,164,797 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 GM Placing Agreement.

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

Force majeure:

The Placing Agent reserves its right to terminate the GM 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 GM 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 GM Placing; or
(2) there is any breach of the warranties, representations and undertakings given by the Company in the GM Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the GM 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 GM Placing or makes it inadvisable or inexpedient for the GM 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 GM Placing.

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

(B) SM PLACING AGREEMENT

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.

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. 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.

Placing Price:

The Placing Price per SM Placing Share is the same as the Placing Price per GM Placing Share. Please refer to the paragraph headed “(A) GM Placing Agreement – Placing Price” above for an analysis of the placing price.

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.

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 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:

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).

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
(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 date of this announcement.

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

REASONS FOR THE GM PLACING AND 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.

The Directors are of the view that the GM Placing and 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. The GM Placing and the SM Placing also represent good opportunities to broaden the shareholders’ base and the capital base of the Company. The Directors consider that each of the GM Placing and the SM Placing is in the interest of the Company and the Shareholders as a whole.

As disclosed above, the net proceeds from the GM Placing are estimated to be approximately HK$40.3 million and 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 GM Placing will be utilised as general working capital of the Group and the net proceeds from the SM Placing will be used for the development and marketing of medical or healthcare related products.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Save for the subscription agreement entered into by the Company and Billion Develop International Limited (“ Subscriber ”) dated 4 February 2013 (as supplemented on 5 February 2013) in relation to the subscription for 170,000,000 new Shares by the Subscriber which has lapsed on 28 March 2013, the Company had not entered into any agreement in relation to any fund raising activities in the past 12 months immediately preceding the date of this announcement.

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,

(i) upon completion of the GM Placing (subject to completion of the GM Placing and there is no other change in the shareholding structure of the Company before the issue of the GM Placing Shares under the GM Placing);
(ii) 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); and
(iii) upon completion of the GM Placing and the SM Placing (assuming all the Placing Shares are placed in full and there is no other change in the shareholding structure of the Company before the issue of the Placing Shares under both the GM Placing and the SM Placing),

are set out as below:

Shareholders(Note 1) The Placees of the GM Placing The Placees of the SM Placing 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) Other public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 0 0.00 0 0.00 146,288,922 16.70 218,116,000 24.91 29,000 negligible 511,390,064 58.39 875,823,986 100.00	(i) Upon completion of the GM Placing Number of Shares Approximate % 175,160,000 16.67 0 0.00 146,288,922 13.92 218,116,000 20.75 29,000 negligible 511,390,064 48.66 1,050,983,986 100.00	(ii) Upon completion of the SM Placing Number of Shares Approximate % 0 0.00 175,160,000 16.67 146,288,922 13.92 218,116,000 20.75 29,000 negligible 511,390,064 48.66 1,050,983,986 100.00	(iii) Upon completion of the GM Placing and the SM Placing Number of Shares Approximate % 175,160,000 14.29 175,160,000 14.29 146,288,922 11.93 218,116,000 17.79 29,000 negligible 511,390,064 41.70 1,226,143,986 100.00	(iii) Upon completion of the GM Placing and the SM Placing Number of Shares Approximate % 175,160,000 14.29 175,160,000 14.29 146,288,922 11.93 218,116,000 17.79 29,000 negligible 511,390,064 41.70 1,226,143,986 100.00
					100.00

Notes:

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 24 March 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 60,000,000 Shares, 140,000,000 Shares, 200,000,000 Shares and 260,000,000 Shares (all subject to adjustment) for 31 December 2013, 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.
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.
Ms. Leung Mei Han, an executive Director, holds 218,116,000 Shares through Qshare Holding Limited, which is wholly owned by her.
Mr. Leung Ka Kui, Johnny is an independent non-executive Director.
It is a term of the GM Placing Agreement and the SM Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the respective completion of the GM Placing and the SM Placing.

GENERAL

The GM Placing and the SM Placing are not inter-conditional.

The GM Placing Shares will be issued under the General Mandate and therefore the GM Placing will not be subject to any additional Shareholders’ approval.

The SM Placing Shares will be issued under the Specific Mandate to be obtained from the Shareholders and therefore the SM Placing will be subject to the Shareholders’ approval. The SGM will be convened and held for the purposes of considering and, if thought fit, approving the SM Placing and granting the Specific Mandate to allot and issue the SM Placing Shares proposed to be placed under the SM Placing. To the best knowledge of the Directors, no Shareholder is required to abstain from voting at the SGM in respect of the resolution(s) relating to the SM Placing and the Specific Mandate.

Applications will be made to the Stock Exchange for the listing of, and permission to deal in, the GM Placing Shares and the SM Placing Shares respectively.

RESUMPTION OF TRADING

DEFINITIONS

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

“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
“GM Placing Shares” 175,160,000 new Shares to be placed pursuant to the GM Placing Agreement and each a “GM Placing Share”
“Group” the Company and its subsidiaries
“Group”

“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

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Placee(s)”	any individuals, corporates, institutional investors or other
	investors to be procured 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 (advising on corporate finance) and type 9 (asset
	management) under the Securities and Futures Ordinance
	(Chapter 571 of the laws of Hong Kong)
“Placing Agreements”	collectively, the GM Placing Agreement and SM Placing
	Agreement
“Placing Price”	HK$0.239 per Placing Share
“Placing Shares”	collectively, the GM Placing Shares and the SM Placing
	Shares and each a “Placing Share”
“PRC”	the People’s Republic of China
“SGM”	the special general meeting of the Company to be convened
	and held 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

“%”

per cent.

On behalf of the Board

AMCO United Holding Limited Yip Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 24 March 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.

AI assistant

ICO Group Limited — Capital/Financing Update 2014

49938_rns_2014-03-24_fc4ccc85-911b-4c81-8eaa-6c93dd2eec96.pdf

(I) PLACING OF NEW SHARES UNDER GENERAL MANDATE; (II) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; AND (III) RESUMPTION OF TRADING

Placing Agent

Gransing Securities Co., Limited

THE GM PLACING

THE SM PLACING

GENERAL

RESUMPTION OF TRADING

THE PLACING AGREEMENTS

(A) GM PLACING AGREEMENT

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

GM Placing Shares:

Ranking:

Condition of the GM Placing:

Completion:

Mandate to allot and issue the GM Placing Shares:

Force majeure:

(B) SM PLACING AGREEMENT

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

SM Placing Shares:

Ranking:

Conditions of the SM Placing:

Completion:

Mandate to issue the SM Placing Shares:

Force majeure:

REASONS FOR THE GM PLACING AND THE SM PLACING AND USE OF PROCEEDS

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Notes:

GENERAL

The GM Placing and the SM Placing are not inter-conditional.

RESUMPTION OF TRADING

DEFINITIONS

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