ICO Group Limited — Capital/Financing Update 2015

Nov 30, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

COMPLETION OF PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

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Gransing Securities Co., Limited

The Board is pleased to announce that all of the conditions set out in the SM Placing Agreement were fulfilled on 25 November 2015 and completion of the SM Placing took place on 30 November 2015 in accordance with the terms of the SM Placing Agreement.

An aggregate of 874,100,000 SM Placing Shares, representing approximately 70.39% of the issued share capital of the Company as at the date of this announcement immediately after completion of the SM 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 SM Placing are approximately HK$194.5 million.

• For identification purposes only

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Reference is made to the circular of AMCO United Holding Limited (“ Company ”) dated 2 November 2015 (“ Circular ”) in relation to, among other matters, the SM Placing under the Specific Mandate. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

The Board is pleased to announce that all of the conditions set out in the SM Placing Agreement were fulfilled on 25 November 2015 and completion of the SM Placing took place on 30 November 2015 in accordance with the terms of the SM Placing Agreement. An aggregate of 874,100,000 SM Placing Shares, representing approximately 70.39% of the issued share capital of the Company as at the date of this announcement immediately after completion of the SM Placing, have been successfully placed to not less than six Placees at the Placing Price of HK$0.230 per SM Placing Share.

The net proceeds from the SM Placing are approximately HK$194.5 million.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, (i) each of the Placees and their respective ultimate beneficial owners, is an Independent Third Party; and (ii) none of the Placees has become a substantial Shareholder (within the meaning of the Listing Rules) upon completion of the SM Placing.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

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

Shareholders(Note 1) Mr. Yip Wai Lun, Alvin and his associates (Note 2) Like Capital Limited (Note 3) The Placees of the SM Placing Other public Shareholders Total	Immediately before completion of the SM Placing Number of Shares Approximate % 35,025,346 9.53 43,623,200 11.86 5,965,200 1.62 283,072,575 76.99 367,686,321 100.00	Immediately after completion of the SM Placing Number of Shares Approximate % 35,025,346 2.82 43,623,200 3.51 880,065,200 70.87 283,072,575 22.80 1,241,786,321 100.00	Immediately after completion of the SM Placing Number of Shares Approximate % 35,025,346 2.82 43,623,200 3.51 880,065,200 70.87 283,072,575 22.80 1,241,786,321 100.00
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Notes:

1. The number of existing Shares held by the Shareholders mentioned in the table above is based on the register of members of the Company and/or information as published on the website of the Stock Exchange as at the date of this announcement and does not take into account the allotment and issue of up to 47,755,491 Shares and 62,082,139 Shares (all subject to adjustment) for the year ending 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.

2. Mr. Yip Wai Lun, Alvin, an executive Director and the chairman of the Board, holds 34,899,346 Shares through Almeco United Group Limited and 126,000 Shares through Titron South China Limited. Mr. Yip Wai Lun, Alvin directly owns 100% of Almeco United Group Limited and directly owns as to 42.5% of Titron Group Holdings Limited, which in turn wholly owns Titron South China Limited.

3. Based on the disclosure of interests notice filed by each of Like Capital Limited, Ethnocentric Investment Limited and Capital VC Limited (whose shares are listed on the Main Board of the Stock Exchange with stock code: 2324) on 27 July 2015, Like Capital Limited is the beneficial owner of 43,623,200 Shares and Like Capital Limited is a company wholly owned by Ethnocentric Investment Limited, which is in turn wholly owned by Capital VC Limited.

4. It is a term of the SM Placing Agreement that (i) upon allotment and issue of the SM Placing Shares, except with the consent of the Company, none of the Placees will become a substantial shareholder (within the meaning of the Listing Rules) of the Company; and (ii) upon allotment and issue of the SM Placing Shares, each of the Placees, together with parties acting in concert with him/her/it/them, will hold not more than 29.9% of the issued share capital of the Company.

On behalf of the Board

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

Hong Kong, 30 November 2015

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Mr. Cheng Kin Chor and Mr. Leung Kelvin Ming Yuen are the executive Directors; and Mr. Wong Siu Ki, Mr. Chan Ngai Sang Kenny and Mr. Li Kwok Fat are the independent non-executive Directors.

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