ICO Group Limited - Capital/Financing Update 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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

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Gransing Securities Co., Limited

THE GM PLACING

After trading hours on 14 July 2015, 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 Placee(s) to subscribe, failing which, the Placing Agent itself will subscribe for 61,200,000 GM Placing Shares at a price of HK$0.328 per GM Placing Share. The Placees and its 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 30 June 2015.

For identification purposes only

The 61,200,000 GM Placing Shares represent (i) approximately 19.97% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 16.64% of the existing issued share capital of the Company as enlarged by the GM 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 GM Placing); and (iii) approximately 6.24% of the existing issued share capital of the Company as enlarged by the GM Placing and the SM Placing (assuming the maximum number of the SM Placing Shares are placed). The aggregate nominal value of the GM Placing Shares will be HK$612,000.

The gross proceeds from the GM Placing will be approximately HK$20.1 million and the net proceeds from the GM Placing (after deduction of commission and other expenses of the GM Placing) will be approximately HK$19.2 million. It is expected that the entire net proceeds from the GM Placing will be utilised for general working capital of the Group.

THE SM PLACING

After trading hours on 14 July 2015, the Company and the Placing Agent also entered into the SM Placing Agreement pursuant to which the Company has conditionally agreed to offer for subscription and the Placing Agent has agreed to procure, on a best endeavour basis, as placing agent of the Company, not less than six Placee(s) to subscribe, up to 612,900,000 SM Placing Shares, at a price of HK$0.328 per SM Placing Share. The Placees and its ultimate beneficial owners shall be Independent Third Parties. The SM Placing Shares will be allotted and issued pursuant to the Specific Mandate to be obtained at the SGM.

The maximum number of 612,900,000 SM Placing Shares represent (i) approximately 199.98% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 66.66% of the existing issued share capital of the Company as enlarged by the SM Placing (assuming the maximum number of the SM Placing Shares are placed); and (iii) approximately 62.50% of the existing issued share capital of the Company as enlarged by the GM Placing and the SM Placing (assuming the maximum number of the SM Placing Shares are placed). The aggregate nominal value of the maximum number of the SM Placing Shares will be HK$6,129,000.

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$201.0 million and the maximum net proceeds from the SM Placing will be approximately HK$194.5 million (after deduction of commission and other expenses of the SM Placing). It is expected that the net proceeds from the SM Placing will be used (i) as to approximately HK$84.5 million for the business development of the Target Company, which is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong, if the Possible Acquisition materialises (details of which were disclosed in the announcement of the Company dated 21 May 2015), involving: (a) approximately HK$77.5 million for bidding and underwriting construction projects from Hong Kong Housing Authority and private developers; and (b) approximately HK$7.0 million for general working capital of the Target Company; and (ii) as to approximately HK$110.0 million for purchasing an office in Hong Kong for the Group.

GENERAL

The maximum number of 674,100,000 Placing Shares to be placed under the GM Placing and the SM Placing represent (i) approximately 219.94% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 68.74% of the existing issued share capital of the Company as enlarged by the GM Placing and the SM Placing (assuming the maximum number of the SM Placing Shares are placed). The aggregate nominal value of the GM Placing Shares and the maximum number of the SM Placing Shares will be HK$6,741,000.

The Placing Price of HK$0.328 per Placing Share was determined after arm’s length negotiations between the Company and the Placing Agent and represents: (i) a discount of 18.0% to the closing price of HK$0.400 per Share as quoted on the Stock Exchange on the date of the Placing Agreements; and (ii) a discount of approximately 8.9% to the average closing price of HK$0.360 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 GM Placing and the SM Placing are subject to termination by the Placing Agent under certain circumstances as set out in the sub-paragraphs headed “(I) GM Placing Agreement – Force majeure” and “(II) SM Placing Agreement – Force majeure” respectively in this announcement. In the event that the Placing Agent exercises its right to terminate the Placing Agreements in accordance with the terms therein, the GM Placing and the SM Placing will not proceed.

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.

THE PLACING AGREEMENTS

(I) GM Placing Agreement

Date:

14 July 2015 (after trading hours)

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 61,200,000 GM Placing Shares. The Placing Agent will receive a placing commission of 3.0% 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 conditions.

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. The Placing Agent has undertaken to the Company that except with the consent of the Company, 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$0.328 per GM Placing Share represents:

(i) a discount of 18.0% to the closing price of HK$0.400 per Share as quoted on the Stock Exchange on the date of the Placing Agreements; and
(ii) a discount of approximately 8.9% to the average closing price of HK$0.360 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.

The gross proceeds from the GM Placing will be approximately HK$20.1 million and the net proceeds from the GM Placing (after deduction of commission and other expenses of the GM Placing) will be approximately HK$19.2 million. On such basis, the net issue price will be approximately HK$0.314 per GM Placing Share.

GM Placing Shares:

Ranking:

The GM 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 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 3 August 2015 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.

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.

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

General 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 held on 30 June 2015. Under the General Mandate, the Company is authorised to issue up to 61,297,264 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.

(II) SM Placing Agreement

Date:

14 July 2015 (after trading hours)

Issuer:

The Company

Placing Agent:

Gransing Securities Co., Limited

The Placing Agent has conditionally agreed to procure, on a best endeavour basis, as placing agent of the Company, Placee(s) to subscribe, up to 612,900,000 SM Placing Shares. The Placing Agent will receive a placing commission of 3.0% 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 conditions.

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 undertaken to the Company that except with the consent of the Company, 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 sub-paragraph headed “(I) GM Placing Agreement – Placing Price” above for the details 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$201.0 million and the maximum net proceeds from the SM Placing will be approximately HK$194.5 million (after deduction of commission and other expenses of the SM Placing). On such basis, the net issue price will be approximately HK$0.317 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 September 2015 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.

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.

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

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.

The GM Placing and the SM Placing are subject to termination by the Placing Agent under certain circumstances as set out in the above sub-paragraphs headed “(I) GM Placing Agreement – Force majeure” and “(II) SM Placing Agreement – Force majeure” respectively. In the event that the Placing Agent exercises its right to terminate the Placing Agreements in accordance with the terms therein, the GM Placing and the SM Placing will not proceed.

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 (i) the manufacture and sale of medical devices products; (ii) the manufacture and sale of plastic moulding products; (iii) provision of public relations services; and (iv) provision of human resources management services.

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$19.2 million and the maximum net proceeds from the SM Placing are estimated to be approximately HK$194.5 million. It is expected that:

(1) the net proceeds from the GM Placing will be utilised for general working capital of the Group; and
(2) the net proceeds from the SM Placing will be used (i) as to approximately HK$84.5 million for the business development of the Target Company, which is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong, if the Possible Acquisition materialises (details of which were disclosed in the announcement of the Company

dated 21 May 2015), involving: (a) approximately HK$77.5 million for bidding and underwriting construction projects from Hong Kong Housing Authority and private developers; and (b) approximately HK$7.0 million for general working capital of the Target Company; and (ii) as to approximately HK$110.0 million for purchasing an office in Hong Kong for 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 Intended use of proceeds as at the date of Date of Announcements Fund raising activity net proceeds this announcement 31 October 2014, Placing of 226,200,000 General working capital HK$3.1 million was used 14 November 2014 and Shares at HK$0.118 per of the Group and as general working 23 June 2015 Share pursuant to the funding for the Possible capital of the Group. general mandate granted Acquisition, if the to the Directors by the Possible Acquisition The remaining net Shareholders at the annual materialises. proceeds of general meeting of the approximately HK$22.3 Company held on 30 May million has not been 2014 utilised and remains in the bank for intended use.

Date of Announcements

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 (assuming 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 the maximum number of the SM Placing Shares are placed 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 the maximum number of the SM Placing Shares are placed 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) Mr. Yip Wai Lun, Alvin and his associates (Note 2) Like Capital Limited (Note 3) The Placees of the GM Placing The Placees of SM Placing Other public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 35,025,346 11.43 43,623,200 14.23 – – – – 227,837,775 74.34 306,486,321 100.00	(i) Upon completion of the GM Placing Number of Shares Approximate % 35,025,346 9.53 43,623,200 11.86 61,200,000 16.64 – – 227,837,775 61.97 367,686,321 100.00	(ii) Upon completion of the SM Placing Number of Shares Approximate % 35,025,346 3.81 43,623,200 4.74 – – 612,900,000 66.66 227,837,775 24.78 919,386,321 100.00	(iii) Upon completion of the GM Placing and the SM Placing Number of Shares Approximate % 35,025,346 3.57 43,623,200 4.45 61,200,000 6.24 612,900,000 62.50 227,837,775 23.23 980,586,321 100.00	(iii) Upon completion of the GM Placing and the SM Placing Number of Shares Approximate % 35,025,346 3.57 43,623,200 4.45 61,200,000 6.24 612,900,000 62.50 227,837,775 23.23 980,586,321 100.00
					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 14 July 2015 and does not take into account the allotment and issue of up to 41,067,761 Shares and 53,388,090 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;
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 42.5% of Titron Group Holdings Limited, which in turn wholly owns Titron South China Limited.
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 22 January 2015, Like Capital Limited is the beneficial owner of 218,116,000 Shares (which shall be adjusted to 43,623,200 Shares after the capital reorganisation of the Company become effective on 28 April 2015) and Like Capital Limited is a company wholly owned by Ethnocentric Investment Limited, which is in turn wholly owned by Capital VC Limited.

It is a term of the GM Placing Agreement and the SM Placing Agreement that (i) upon allotment and issue of the GM Placing Shares or, as the case may be, 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 GM Placing Shares or, as the case may be, 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.

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.

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 30 June 2015 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 61,297,264 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 14 July 2015 in relation to the GM Placing under the General Mandate “GM Placing Shares” 61,200,000 new Shares to be placed pursuant to the GM Placing Agreement and each a “GM Placing Share” “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 People’s Republic of China “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 individual, 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$0.328 per Placing Share “Placing Shares” collectively, the GM Placing Shares and the SM Placing Shares and each a “Placing Share”
“Possible Acquisition” the possible acquisition of the entire equity interest of the Target Company as contemplated under the memorandum of understanding dated 21 May 2015 entered into between two individuals and the Company, details of which were disclosed in the announcement of the Company dated 21 May 2015
“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 14 July 2015 in relation to the SM Placing under the Specific Mandate
“SM Placing Shares” a maximum of 612,900,000 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

“Target Company” a company incorporated in Hong Kong with limited liability, which is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong

“%”

per cent.

On behalf of the Board

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

Hong Kong, 14 July 2015

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

AI assistant

ICO Group Limited — Capital/Financing Update 2015

49938_rns_2015-07-14_e0d30a7b-317a-4693-affe-14d31879ccf9.pdf

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

Gransing Securities Co., Limited

THE GM PLACING

THE SM PLACING

GENERAL

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

THE PLACING AGREEMENTS

(I) GM Placing Agreement

Issuer:

Placing Agent:

Placees:

Placing Price:

GM Placing Shares:

Ranking:

Condition of the GM Placing:

Completion:

Force majeure:

General Mandate to allot and issue the GM Placing Shares:

(II) SM Placing Agreement

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

SM Placing Shares:

Ranking:

Conditions of the SM Placing:

Completion:

Force majeure:

Mandate to issue the SM Placing Shares:

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

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Date of Announcements

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

GENERAL

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

DEFINITIONS

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ICO Group Limited Capital/Financing Update 2015