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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any Shares.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

(I) PROPOSED RIGHTS ISSUE OF 919,458,963 RIGHTS SHARES AT HK$0.435 PER RIGHTS SHARE ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY ONE SHARE IN ISSUE HELD ON THE RECORD DATE; AND (II) CHANGE OF USE OF PROCEEDS

Underwriter

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Independent Financial Adviser

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For identification purposes only

PROPOSED RIGHTS ISSUE

The Company proposes to raise approximately HK$400.0 million (before expenses) by issuing 919,458,963 Rights Shares on the basis of three Rights Shares for every one Share in issue held on the Record Date at the Subscription Price of HK$0.435 per Rights Share.

The estimated net proceeds of the Rights Issue will be approximately HK$384.0 million. The Company intends to apply:

(i) approximately HK$200.0 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$155.0 million for bidding and underwriting construction projects from Hong Kong Housing Authority and private developers; (b) approximately HK$25.0 million for advertising and image designing of the Target Company including, but not limited to, engagement of sales and marketing consultants; and (c) approximately HK$20.0 million for general working capital of the Target Company;
(ii) approximately HK$4.0 million for the business development of the Group’s existing businesses involving (a) approximately HK$2.0 million for business development of provision of public relations services; and (b) approximately HK$2.0 million for business development of provision of human resources management services;
(iii) approximately HK$50.0 million for developing the Group’s new business in the provision of money lending;
(iv) approximately HK$100.0 million for purchasing commercial office in Hong Kong Island of approximately 3,000 to 3,500 square feet primarily for the Company’s own usage and leasing out if the premises is not fully occupied by the Company; and
(v) the remaining proceeds of approximately HK$30.0 million for general working capital of the Company.

In case where any of the projects referred to in the intended uses does not materialise or is expected to be delayed for a considerable period of time, the Group will apply such portion of the net proceeds for general working capital and/or for further investment in listed and unlisted companies in any sectors that the Board considers appropriate.

Please refer to the section headed “REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS” for the details regarding the aforesaid use of net proceeds from the Rights Issue.

After trading hours on 23 June 2015, the Company and the Underwriter entered into the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to underwrite the Underwritten Shares (being all the Rights Shares) subject to the terms and conditions set out in the Underwriting Agreement.

As at the date of this announcement, the Company has not received any information from any substantial Shareholders regarding their intentions to take up the Rights Shares to be provisionally allotted to them and particular thereof.

To determine the entitlements to the Rights Issue, the register of members of the Company will be closed from Friday, 21 August 2015 to Thursday, 27 August 2015 (both days inclusive). No transfer of Shares will be registered during this period.

The Record Date falls on Thursday, 27 August 2015. In order to be registered as members of the Company at the close of business on the Record Date, investors must lodge any transfer of Shares (together with the relevant share certificates) with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on Thursday, 20 August 2015.

IMPLICATIONS UNDER THE LISTING RULES

In compliance with Rule 7.19(6)(a) of the Listing Rules, the Rights Issue must be made conditional on approval of the Independent Shareholders by way of poll at the SGM and any controlling Shareholder and their associates or where there is no controlling Shareholder, the Directors (other than independent non-executive Directors), the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution relating to the Rights Issue.

Mr. Yip Wai Lun, Alvin, who is the substantial Shareholder, an executive Director and the chairman of the Board, is interested in 35,025,346 Shares, representing approximately 11.43% of the total issued share capital of the Company, as at the date of this announcement. Accordingly, Mr. Yip Wai Lun, Alvin shall abstain from voting in favour of the resolution relating to the Rights Issue. Save as disclosed above, none of the Directors or the chief executive of the Company and their respective associates holds any Shares as at the date of this announcement.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to make recommendations to the Independent Shareholders in respect of the Rights Issue. An independent financial adviser, Ample Capital Limited, has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

GENERAL

The SGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Rights Issue. The circular containing, among other things, further details of (i) the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders setting out its recommendation in respect of the Rights Issue; and (iv) the notice of the SGM, will be despatched to the Shareholders as soon as practicable.

To determine the entitlements to attend the SGM, the register of members of the Company will be closed from Tuesday, 11 August 2015 to Monday, 17 August 2015 (both days inclusive). No transfer of Shares will be registered during this period.

In order to be registered as members of the Company at the close of business on Monday, 17 August 2015 (being the record date for attendance and voting at the SGM), investors must lodge any transfer of the Shares (together with the share certificates) with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on Monday, 10 August 2015.

Subject to the approval of the Rights Issue by the Independent Shareholders at the SGM and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Prospectus Posting Date. Subject to the advice of the Company’s legal advisers in the relevant jurisdictions and to the extent reasonably practicable, the Prospectus (without the PAL and the EAF) will be despatched to the Excluded Shareholders for information only on the Prospectus Posting Date.

WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Rights Issue is conditional upon the fulfillment of the conditions set out under the sub-section headed “Proposed Rights Issue – Conditions precedent of the Rights Issue” of this announcement. In particular, it is subject to the Underwriting Agreement not being terminated in accordance with its terms. Accordingly, the Rights Issue may or may not proceed. Any Shareholder or other person contemplating selling or purchasing the Shares and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and the public are reminded to exercise caution when dealing in Shares or nil-paid Rights Shares. Any Shareholder or other person contemplating any dealings in the Shares or nil-paid Rights Shares are recommended to consult their own professional advisers.

PROPOSED RIGHTS ISSUE

After trading hours on 23 June 2015, the Company and the Underwriter entered into the Underwriting Agreement in respect of the Rights Issue.

Issue statistics

Basis of the Rights Issue : Three Rights Shares for every one Share in issue held on the Record Date Number of existing Shares : 306,486,321 in issue as at the date of this announcement

Number of Rights Shares : 919,458,963 Rights Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date) Number of Underwritten : 919,458,963 Rights Shares (assuming that there is no Shares change in the issued share capital of the Company from the date of this announcement and up to the Record Date). Accordingly, the Rights Issue is fully underwritten. Subscription Price : HK$0.435 per Rights Share with nominal value of HK$0.01 each Underwriter : SBI China Capital Financial Services Limited Enlarged issued share capital : 1,225,945,284 Shares of the Company upon Completion Funds raised before expenses : approximately HK$400.0 million (assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date)

Assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date, the number of 919,458,963 Rights Shares proposed to be allotted pursuant to the Rights Issue represent: (i) 300.0% of the issued share capital of the Company as at the Record Date; and (ii) approximately 75.0% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares.

As at the date of this announcement, there are a maximum of 94,455,851 Shares (“ Performance Incentive Shares ”), subject to adjustments, which may be allotted and issued by the Company in accordance with the performance incentive agreement dated 4 March 2011 (as amended and restated on 27 July 2011) entered into by the Company (“ Performance Incentive Agreement ”). Pursuant to the Performance Incentive Agreement, the Company is not obliged to allot and issue the Performance Incentive Shares (if any) for the financial year ending 31 December 2015 until after 31 December 2015. As the allotment and issue of the Performance Incentive Shares (if any) will take place after the Record Date, the potential allottee(s) of such Performance Incentive Shares will not be qualified for the Rights Issue.

As at the date of this announcement, save for the Performance Incentive Shares, the Company has no share options, derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into the Shares.

Qualifying Shareholders

Subject to the passing of the resolution approving the Rights Issue by the Independent Shareholders at the SGM and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will send the Prospectus Documents to the Qualifying Shareholders only. To qualify for the Rights Issue, a Shareholder must:

be a Shareholder whose name appears on the register of members of the Company on the Record Date; and
not be an Excluded Shareholder.

In order to be registered as members of the Company at the close of business on the Record Date, investors must lodge any transfer of Shares (together with the relevant share certificates) with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on Thursday, 20 August 2015.

Closure of register of members

To determine the entitlements to the Rights Issue, the register of members of the Company will be closed from Friday, 21 August 2015 to Thursday, 27 August 2015, both days inclusive. No transfer of the Shares will be registered during this period.

Rights of Overseas Shareholders

The Prospectus Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders on the Record Date, if any, may not be eligible to take part in the Rights Issue as explained below.

As at the date of this announcement, there is one Overseas Shareholder as shown in the register of members of the Company.

In compliance with the necessary requirements of the Listing Rules, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders (if any) on account either of the legal restrictions under the laws of the relevant places or the requirements of the relevant regulatory body or stock exchange in those places, the Rights Issue will not be available to such Overseas Shareholders and no provisional allotment of nil-paid Rights Shares will be made to them. Further information in this connection will be set out in the Prospectus. The Company will send copies of the Prospectus (without the PAL and the EAF) to the Excluded Shareholders (if any) for their information only.

Where applicable, the Company will provisionally allot the Rights Shares which represent the entitlements of the Excluded Shareholders (if any) to a nominee of the Company in nil-paid form and the Company will procure that such nominee will endeavour to sell such nil-paid Rights Shares as soon as practicable after dealings in nil-paid Rights Shares commence and in any event on or before the last day of dealings in nil-paid Rights Shares at a net premium. If and to the extent that such nil-paid Rights Shares can be so sold, the nominee of the Company will account to the Company for the net proceeds of sale (after deducting the expenses of sale, if any), on the basis that the net proceeds after deducting the expenses of sale (if any) attributable to the sale of the nil-paid Rights Shares that would otherwise have been allotted to the Excluded Shareholders shall be distributed pro-rata to their shareholdings as at the Record Date (but rounded down to the nearest cent) to the Excluded Shareholders provided that individual amounts of HK$100 or less shall be retained by the Company for

its own benefit. Any of such nil-paid Rights Shares which are not sold as aforesaid will be dealt with as Rights Shares not accepted in accordance with the terms of the Underwriting Agreement.

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue. Accordingly, Overseas Shareholders should exercise caution when dealing in the Shares.

Subscription Price

The Subscription Price for the Rights Shares is HK$0.435 per Rights Share, payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of Rights Shares or when a transferee of nil-paid Rights Shares applies for the Rights Shares. The Subscription Price represents:

(i) a discount of approximately 41.22% to the closing price of HK$0.74 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 39.58% to the average closing price of HK$0.72 per Share for the five consecutive trading days prior to the Last Trading Day;
(iii) a discount of approximately 38.73% to the average closing price of approximately HK$0.71 per Share for the ten consecutive trading days prior to the Last Trading Day; and
(iv) a discount of approximately 14.71% to the theoretical ex-rights price of approximately HK$0.51 per Share based on the closing price of HK$0.74 per Share as quoted on the Stock Exchange on the Last Trading Day.

Based on the Subscription Price of HK$0.435, the estimated gross proceeds of the Rights Issue will be approximately HK$400.0 million (assuming that there is no change in the issued share capital of the Company from the date of this announcement up to the Record Date). The net proceeds from the Rights Issue to be received by the Company is expected to be approximately HK$384.0 million. Based on the net proceeds of approximately HK$384.0 million, the net issue price per Rights Share is approximately HK$0.418.

The Subscription Price was determined after arm’s length negotiation between the Company and the Underwriter with reference to the prevailing market price of the Shares and the market conditions. The Directors (excluding the independent non-executive Directors whose view will be formed after considering the opinion of the independent financial adviser) consider the terms of the Rights Issue, including the Subscription Price, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Basis of provisional allotment

The basis of the provisional allotment will be three Rights Shares (in nil-paid form) for every one Share in issue held by Qualifying Shareholders at the close of business on the Record Date. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before the Latest Time for Acceptance.

Matching services

No odd lot matching services will be provided for the Rights Shares.

Status of the Rights Shares

The Rights Shares, when allotted and fully paid, will rank pari passu in all respects with the then existing Shares in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date.

Share certificates for the Rights Issue and refund cheques

Subject to the fulfillment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before Wednesday, 30 September 2015.

Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are also expected to be posted on or before Wednesday, 30 September 2015 by ordinary post at such Shareholders’ own risk.

Application for excess Rights Shares

The Rights Shares to which the Excluded Shareholders would otherwise have been entitled, and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders, will be available for excess application by the Qualifying Shareholders. Application may be made only by the Qualifying Shareholders by completing an EAF and lodging the same with a separate remittance for the excess Rights Shares being applied for. The Directors will allocate the excess Rights Shares at their discretion on a fair and equitable basis and on a pro-rata basis to the excess Rights Shares being applied for under each application.

However, no preference will be given to topping-up odd lots to whole board lots. Qualifying Shareholders who have been offered odd lots of the Rights Shares should note that there is no guarantee that such odd lots of the Rights Shares will be topped up to create whole board lots pursuant to applications for excess Rights Shares. Any Rights Shares not applied for by the Qualifying Shareholders and not taken by excess application will be taken up by the Underwriter.

Shares registered in the name of nominee companies

Investors with their Shares held by a nominee company should note that the Board will regard the nominee company as a single Shareholder according to the register of members of the Company. Accordingly, the Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to beneficial owners individually. Investors with their Shares held by a nominee company are advised to consider whether they would like to arrange for the registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

The Qualifying Shareholders whose Shares are held by their nominee(s) and who would like to have their names registered on the register of members of the Company must lodge all necessary documents with the Company’s branch share registrars in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for completion of the relevant registration by 4:30 p.m. on Thursday, 20 August 2015.

Application for listing

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms to be allotted and issued pursuant to the Rights Issue.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbrokers or other professional advisers for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Both nil-paid Rights Shares and fully-paid Rights Shares will be traded in board lots of 10,000 Shares.

Dealings in the Rights Shares in both their nil-paid and fully-paid forms, which are registered in the register of members of the Company in Hong Kong, will be subject to the payment of stamp duty and applicable fees and charges in Hong Kong.

Conditions precedent of the Rights Issue

The Rights Issue is conditional upon the following conditions being fulfilled:

(1) the passing of the necessary resolution(s) by the Shareholders (who are not required to abstain from voting under the Listing Rules) at the SGM to approve the Rights Issue by no later than the Prospectus Posting Date;

(2) the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of, and permission to, deal in all the Rights Shares (in their nil-paid and fully-paid forms) by no later than the Prospectus Posting Date and the Stock Exchange not having withdrawn or revoked such listing and permission on or before the Latest Time for Termination;
(3) the filing and registration of the Prospectus Documents (together with any other documents required by applicable law or regulation to be annexed thereto) with the Registrar of Companies in Hong Kong in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance by no later than the Prospectus Posting Date;
(4) the posting of the Prospectus Documents to the Qualifying Shareholders by no later than the Prospectus Posting Date; and
(5) the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms thereof on or before the Latest Time for Termination.

None of the above conditions precedent is capable of being waived by the Underwriter and the Company.

If the above conditions are not satisfied by the respective dates specified above (or such later date or dates as the Underwriter may agree with the Company in writing), the Underwriting Agreement shall terminate (save in respect of the provisions in relation to fees and expenses, announcements and confidentiality, indemnity, notices and governing law and any rights or obligations which may accrue under the Underwriting Agreement prior to such termination) and no party will have any claim against any other party for cost, damages, compensation or otherwise, and the Rights Issue will not proceed.

UNDERWRITING AGREEMENT

The principal terms of the Underwriting Agreement are as follows:

Date : 23 June 2015 Underwriter : SBI China Capital Financial Services Limited To the best of the Directors’ knowledge and information after having made all reasonable enquiries, the Underwriter and its ultimate beneficial owners are Independent Third Parties. As at the date of this announcement, neither the Underwriter nor its associates held any Shares. Total number of Underwritten : 919,458,963 Underwritten Shares. Accordingly, the Shares Rights Issue is fully underwritten. Commission : The Underwriter will receive a commission in respect of its underwriting of the Rights Issue at 3.5% of the aggregate Subscription Price in respect of the Underwritten Shares.

The Board considers that the terms of the Underwriting Agreement and the amount of commission to be given to the Underwriter are fair and reasonable as compared to the market practice and commercially reasonable as agreed between the parties of the Underwriting Agreement.

Termination of the Underwriting Agreement

The Underwriter may terminate the Underwriting Agreement by notice in writing given to the Company at any time prior to the Latest Time for Termination, if:

(1) in the reasonable opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:

(a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position of the Group as a whole or is materially adverse in the context of the Rights Issue after the signing of the Underwriting Agreement;
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring after the signing of the Underwriting Agreement or continuing after the signing of the Underwriting Agreement), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position of the Group as a whole;
(c) any material adverse change after the signing of the Underwriting Agreement in the business or in the financial or trading position of the Group as a whole;
(d) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out occurred after the signing of the Underwriting Agreement which would, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position of the Group as a whole;
(e) the commencement by any third party of any litigation or claim against any member of the Group after the signing of the Underwriting Agreement which, in the reasonable opinion of the Underwriter, is or might be material to the Group taken as a whole;
(f) there occurs or comes into effect the imposition of any moratorium, suspension or material restriction on trading in the Shares generally on the Stock Exchange due to exceptional financial circumstances or otherwise; or

(2) there is any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, imposition of economic sanctions, on Hong Kong, the PRC or other jurisdiction relevant to the Group or any member of the Group and a change in currency conditions includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter make it inexpedient or inadvisable to proceed with the Rights Issue; or
(3) the Prospectus and all amendments and supplements thereto when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or the Takeovers Code or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the reasonable opinion of the Underwriter be material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue.

The Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to rescind the Underwriting Agreement if, prior to the Latest Time for Termination:

(1) any material breach of any of the warranties or undertakings of the Company contained under the Underwriting Agreement comes to the knowledge of the Underwriter; or
(2) any event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which would render any of the representations, warranties and undertakings given by the Company contained under the Underwriting Agreement untrue or incorrect in any material respect comes to the knowledge of the Underwriter.

In the event that the Underwriter exercises its right to terminate or rescind the Underwriting Agreement as described above, the Rights Issue will not proceed.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Rights Issue is conditional upon the fulfillment of the conditions set out under the sub-section headed “Proposed Rights Issue – Conditions precedent of the Rights Issue” of this announcement. In particular, it is subject to the Underwriting Agreement not being terminated in accordance with its terms. Accordingly, the Rights Issue may or may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the Shares or nil-paid Rights Shares. Any Shareholder or other person contemplating any dealings in the Shares or nil-paid Rights Shares are recommended to consult their own professional advisers.

EXPECTED TIMETABLE

The expected timetable for the Rights Issue is set out below:

2015

Despatch of circular with notice and proxy form of the SGM . . . . . . . . . . . . . Friday, 31 July Latest time for lodging transfer of Shares to qualify for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 10 August Closure of register of members of the Company to determine the qualification for attendance and voting at the SGM . . . . . . . . . . . Tuesday, 11 August to Monday, 17 August (both days inclusive) Latest time for lodging proxy form of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Saturday, 15 August

2015 Record date for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . Monday, 17 August Expected time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 17 August Announcement of the results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 August Last day of dealings in the Shares on cum-rights basis . . . . . . . . . . . . . . . Tuesday, 18 August Ex-date (the first day of dealings in Shares on ex-rights basis) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 19 August Latest time for lodging transfers of Shares in order to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 20 August Register of members closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 21 August to Thursday, 27 August (both days inclusive) Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 August Register of members reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 August Despatch of Prospectus Documents to the Qualifying Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 September First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 9 September Latest time for splitting of nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 11 September Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 16 September

2015

Latest time for acceptance and payment for Rights Shares

and application for excess Rights Shares (Note) . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Monday, 21 September

Latest Time for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Tuesday, 22 September

Announcement of the allotment results of

the Rights Issue and excess applications . . . . . . . . . . . . . . . . . . . . . Tuesday, 29 September

Despatch of share certificates for fully-paid

Rights Shares and refund cheques (if any) . . . . . . . . . . . . . . . . . . Wednesday, 30 September

Expected first day of dealings in fully-paid Rights Shares

on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on

Friday, 2 October

Note: If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong on such day (i) at anytime before 12:00 noon and no longer in force after 12:00 noon, the Latest Time for Acceptance will be extended to 5:00 p.m. on the same Business Day; and (ii) at any time between 12:00 noon and 4:00 p.m., the Latest Time for Acceptance will be extended to the next Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

All times and dates specified in this announcement refer to Hong Kong local times and dates. Dates stated in this announcement for event mentioned in the timetable are indicative only and may be extended or varied. Any changes to the expected timetable for the Rights Issue will be announced as and when appropriate.

SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company assuming that there is no change in the shareholding structure of the Company from the date of this announcement to immediately after Completion.

Shareholders Mr. Yip Wai Lun, Alvin and his associates (Note 1) Like Capital Limited (Note 2) Mr. Leung Ka Kui, Johnny (Note 3) Underwriter or subscribers procured by it (Note 4) 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 5,800 negligible – 0.00 227,831,975 74.34 306,486,321 100.00	Immediately after Completion assuming the number of issued Shares remains unchanged on or before the Record Date Full acceptance by Qualifying Shareholders under the Rights Issue No acceptance by Qualifying Shareholders under the Rights Issue Number of Shares approximate % Number of Shares approximate % 140,101,384 11.43 35,025,346 2.86 174,492,800 14.23 43,623,200 3.56 23,200 negligible 5,800 negligible – 0.00 919,458,963 75.00 911,327,900 74.34 227,831,975 18.58 1,225,945,284 100.00 1,225,945,284 100.00	Immediately after Completion assuming the number of issued Shares remains unchanged on or before the Record Date Full acceptance by Qualifying Shareholders under the Rights Issue No acceptance by Qualifying Shareholders under the Rights Issue Number of Shares approximate % Number of Shares approximate % 140,101,384 11.43 35,025,346 2.86 174,492,800 14.23 43,623,200 3.56 23,200 negligible 5,800 negligible – 0.00 919,458,963 75.00 911,327,900 74.34 227,831,975 18.58 1,225,945,284 100.00 1,225,945,284 100.00
			100.00

Notes:

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

Pursuant to the Underwriting Agreement,
(1) the Underwriter shall use all reasonable endeavours to procure that each of the subscribers of the Underwritten Shares not taken up (including any direct and indirect sub-underwriters) shall be third party independent of, not acting in concert with and not connected with any connected persons of the Company and their respective associates or close associates;
(2) the Underwriter will procure each of the subscribers of the Underwritten Shares not taken up (including any direct and indirect sub-underwriters) will not hold 10.0% or more of the voting rights of the Company immediately upon the allotment and issue of the Rights Shares (in their fully-paid forms);
(3) the Underwriter will not, and will procure each of the subscribers of the Underwritten Shares not taken up (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it, hold 10.0% or more of the voting rights of the Company immediately upon the allotment and issue of the Rights Shares (in their fully-paid forms);
(4) the Underwriter shall procure the sub-underwriter(s) to procure independent subscribers to take such number of Underwritten Shares as necessary to ensure sufficient public float be maintained upon Completion in compliance with Rule 8.08 of the Listing Rules; and
(5) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon the allotment and issue of the Rights Shares (in their fully-paid forms) solely because of the Underwriter’s performance of its obligations pursuant to the Underwriting Agreement, the Underwriter agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules.

Details of the sub-underwriting arrangement (if any) will be disclosed in the circular of the Company in relation to the Rights Issue.

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Group is principally engaged in manufacture and sale of medical devices and plastic moulding products.

As disclosed in the annual report of the Company for the year ended 31 December 2014, the Group’s gross profit margin decreased by approximately 7.9% in 2014 comparing to that of 2013. Such decrease was attributed to the increasing cost of labour and production overhead. In order to mitigate the rising costs and to improve profitability, the Group underwent a cost

containment program including outsourcing of certain manufacturing processes and relocation of the production lines for plastics moulding business in the first half of the year 2014. According to the announcement of the Company dated 12 January 2015, the Group would cease the operation of plastics moulding business by the end of the first quarter of 2015. The Board is of the view that the cessation of the operation of plastics moulding business will enable the Group to better utilise its resources to other core and potential businesses. As at the date of this announcement, the Company has not yet ceased the operation of plastics moulding business as the existing production orders have not been completed.

The Group is striving to penetrate into new markets to strengthen its income stream. According to the announcement of the Company dated 21 May 2015, the Directors considered that it is beneficial for the Group to lessen its dependence on its existing manufacturing business segment by diversifying its existing business portfolio so as to broaden its revenue stream and generate stable and sustainable income. Taking into account that (i) there are intended usages for the net proceeds from the SM Placing and the GM Placing as set out in the section headed “CHANGE OF USE OF PROCEEDS” below; and (ii) the financial needs for the proposed business plan as disclosed below, the Company intends to apply the estimated net proceeds of the Rights Issue of approximately HK$384.0 million as to:

(i) approximately HK$200.0 million for the business development of 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$155.0 million for bidding and underwriting construction projects from Hong Kong Housing Authority and private developers; (b) approximately HK$25.0 million for advertising and image designing of the Target Company including, but not limited to, engagement of sales and marketing consultants; and (c) approximately HK$20.0 million for general working capital of the Target Company;
(ii) approximately HK$4.0 million for the business development of the Group’s existing businesses involving: (a) approximately HK$2.0 million for business development of provision of public relations services (“ PR Business ”); and (b) approximately HK$2.0 million for business development of provision of human resources management services (“ HR Business ”);

(iii) approximately HK$50.0 million for developing the Group’s new business in the provision of money lending;
(iv) approximately HK$100.0 million for purchasing commercial office in Hong Kong Island of approximately 3,000 to 3,500 square feet primarily for the Company’s own usage and leasing out if the premises is not fully occupied by the Company; and
(v) the remaining proceeds of approximately HK$30.0 million for general working capital of the Company.

The Possible Acquisition

As public awareness of the importance of building upkeep for enhancing property value grows and building renovation and maintenance works can maintain or elevate the value of buildings, the demand for building renovation and maintenance works has continued to increase over the past few years. With an estimated life span of about 50 years, buildings in Hong Kong are commonly made of reinforced concrete and materials depreciate over time. With reference to the Development Bureau, the number of private buildings over 30 years old will increase from 13,000 to 22,000 within ten years’ time by 2018. The building maintenance and renovation services grow in line with the increasing number of ageing buildings in Hong Kong.

Apart from residential buildings, revitalisation measures for industrial buildings also provide additional market demand for building renovations. The measures facilitate the redevelopment and wholesale conversion of older industrial buildings with a purpose of providing more floor space for suitable uses such as hotels, office or data centres to meet Hong Kong’s changing social and economic needs. In many of the cases, owners have to engage building renovation experts for altering the structures of their premises and provide additional utilities in order to meet the requirements set down by various regulatory bodies.

The recent release of government green policy makes the already vibrant market getting even more excited. Building renovation participants expect the “Energy saving plan for Hong Kong’s built environment 2015-2025+” released in May 2015 will further boost the market demand for renovation works, as approximately 8,000 buildings being managed by the Government of Hong Kong have to perform alternation, retro-commissioning and retrofitting improvement work for energy saving installations and retrofits in order to comply with the new green standard.

As advised by the prospective sellers of the Possible Acquisition, the Target Company is a registered general building contractor and a registered minor works contractor under the Building Ordinance (Chapter 123 of the Laws of Hong Kong). The Directors therefore consider that the Possible Acquisition would facilitate the Company with relevant construction specialty to enter into the field of building construction and building maintenance and improvement works, which according to the belief of the Directors, is promising.

If the Possible Acquisition materialises, the Company plans to apply approximately HK$200.0 million of the net proceeds from the Rights Issue as to (i) approximately HK$155.0 million for bidding and underwriting construction projects from Hong Kong Housing Authority and private developers (“ Projects Funds ”); (ii) approximately HK$25.0 million for advertising and image designing of the Target Company including, but not limited to, engagement of sales and marketing consultants; and (iii) approximately HK$20.0 million for general working capital of the Target Company.

The Company intends to use the Projects Funds as to

(i) approximately HK$27.5 million for the initial payment to be made by the Target Company in connection with the proposed tendering and carrying out two public building maintenance projects from the Hong Kong Housing Authority with the contract sum of approximately HK$50.0 million each. The sum of approximately HK$27.5 million represents approximately 27.5% of the aggregate of contract sum of two public building maintenance projects, which is determined with reference to the costs for operating a project, including but not limited to building materials costs, subcontracting fees and expenses for insurance coverage and engagement of project managers and technical staff; and

(ii) approximately HK$127.5 million for the initial payment to be made by the Target Company in connection with the proposed tendering and carrying out six building maintenance projects of private residential properties with the contract sum of approximately HK$50.0 million each. The sum of approximately HK$127.5 million represents approximately 42.5% of the aggregate of contract sum of six private building maintenance projects, which is determined with reference to the costs for operating a project, including but not limited to building materials costs, subcontracting fees and expenses for insurance coverage and engagement of project managers and technical staff.

As at the date of this announcement, the Company is still in the course of negotiation with the prospective sellers of the Possible Acquisition and the Company has been carrying out due diligence exercises on the Target Company by site visits and engaging independent professional parties to review relevant documents. As at the date of this announcement, no binding agreements have been entered into by the parties in respect of the Possible Acquisition. If the Possible Acquisition constitutes notifiable transaction(s) under the Listing Rules, the Company will make announcement as and when appropriate in compliance with the Listing Rules.

Business Development of the PR Business and the HR Business

The Company has set up an office for both the PR Business and HR Business in Central, Hong Kong.

The Company has recently recruited four staff members which provide public relations services to unlisted corporate, including but not limited to assisting the clients to build up and maintain their corporate image and marketing the corporations to the public and media through a series of corporate functions. The Board intends to allocate approximately HK$2.0 million of the net proceeds from the Rights Issue to expand the PR Business, which includes (i) approximately HK$1.2 million for recruiting an associate director and two account managers with an aim to expand the existing client portfolio to corporate clients, which intend to seek listing on the Stock Exchange; and (ii) approximately HK$0.8 million for its daily operation.

In addition, the Company had a team of eight recruitment consultants and two staff members to operate the HR Business as at the end of May 2015. Currently, the recruitment consultants have approached several banking and non-banking clients to obtain the job descriptions of the soliciting staff. The recruitment consultants have also conducted interviews with a number of potential candidates to identify their capabilities. Meanwhile, a database for potential candidates has been set up for staff searching and matching purposes. The Board plans to use approximately HK$2.0 million of the net proceeds from the Rights Issue for developing the staff outsourcing services in order to recruit, employ and remunerate employees for clients.

Business Development of the Money Lending Business

The Board intends to apply approximately HK$50.0 million of the net proceeds from the Rights Issue to develop the money lending business. The Group has lodged an application for obtaining a money lender’s license to the Registrar of Money Lenders pursuant to the MLO in May 2015. The copy of application and relevant documents were also produced to the Commissioner of Police for processing, and the investigation including site visits to the Group’s places of business and interview with principal officers, was recently completed.

The Group is currently setting up risk assessment procedures and risk management system for business operation, together with internal control procedures which are designed to monitor the operations and ensure compliance under the MLO, Money Lenders Regulations (Chapter 163A of the Laws of Hong Kong) and other applicable laws and regulations. Furthermore, potential candidates have been assessed to be invited into a credit committee. The credit committee will be responsible to determine the approval for loan applications, together with the loan amount and corresponding interest rate, based on a number of factors including credit history and profile of the applicant, the asset type, profile and valuation of the assets to be secured, and the prevailing market conditions. The Company intends to strengthen its recognition and presence in the market by advertising, image building and organizing events for promoting the money lending business.

Acquisition of Property for Office use

— According to the “Hong Kong Monthly Digest of Statistics May 2015” issued by the Census and Statistics Department of Hong Kong Special Administrative Region, the rental indices of private offices in Hong Kong increased from 188.3 in year 2012 to 213.6 in year 2014 and further increased to 221.1 in March 2015, whereas the price indices for private office in Hong Kong increased from 334.7 in year 2012 to 423.0 in year 2014 and further increased to 434.6 in March 2015. Therefore, the Directors are of the view that purchasing a

commercial office can (i) avoid the effect of the increase of the rental payment; (ii) save the administration expenses for the relocation of office; and (iii) realise the property for capital gain if there is an increase in the value of the property in the future.

The Company has been actively looking for potential commercial office located at Hong Kong Island such as Admiralty, Central and Sheung Wan. After preliminary enquiries with some property agents, the Company targets to purchase a commercial office of approximately 3,000 to 3,500 square feet in the area of Admiralty, Central or Sheung Wan. As at the date of this announcement, no potential commercial office has been identified by the Group yet.

Among different fund raising methods, the Directors have focused on evaluating the possibilities of carrying out fund raising through rights issue and open offer as they are relatively larger in scale as compared to placing of new shares under a general mandate. In respect of debt financing, the Board considers that the expected finance costs for such large sum of fund are high and additional borrowings will deteriorate the gearing position of the Group.

In comparison, the Rights Issue is pre-emptive in nature, allowing Qualifying Shareholders to maintain their respective pro-rata shareholding through their participation in the Rights Issue. The Rights Issue provides the Qualifying Shareholders with flexibility to choose whether to increase or decrease its shareholding interest of the Company by allowing the Qualifying Shareholders who participate to (a) increase their respective shareholding interests in the Company by acquiring additional rights entitlement in the open market (subject to the availability); or (b) reduce their respective shareholding interests in the Company by disposing of their rights entitlements in the open market (subject to availability). As an open offer does not allow the trading of rights entitlements and accordingly, the Directors consider that Rights Issue is a more preferred fund raising method.

The Directors also consider that it is prudent to finance the Group’s long term growth by way of the Rights Issue which will not only strengthen the Group’s capital base and enhance its financial position without increasing finance costs, but will also provide all Qualifying Shareholders the opportunity to participate in the growth of the Group through the Rights Issue at a deeper discount to the current market price of the Shares. Accordingly, the Board considers that the fund raising through the Rights Issue is in the interests of the Company and the Shareholders as a whole.

In coming up with the current subscription ratio and the Subscription Price for the Rights Issue, the Company has considered the following factors:

(i) the funding need of approximately HK$400.0 million as stated above;
(ii) the rights issues similar to the Rights Issue conducted by other Hong Kong listed issuers recently;
(iii) the Subscription Price has to be set at a discount level to the theoretical closing prices of the Share which is acceptable to the Underwriter;
(iv) the dilution effect to the Independent Shareholders in the event that they do not take up the provisional allotment in full regarding the Rights Issue; and
(v) the Rights Issue is subject to the Independent Shareholders’ approval at the SGM.

The subscription ratio of the Rights Issue and the Subscription Price were determined with reference to the prevailing market trend after making comparison with the discount of the subscription price of recent rights issues of other listed companies. The Board is of the view that the underwriting commission of the Rights Issue is within the prevailing market range and therefore believes that the terms of the Underwriting Agreement are on normal commercial terms.

The Company had not approached any other independent underwriters to consider underwriting this Rights Issue in view of the following:

(i) the Company has a good business relationship with the Underwriter (the Underwriter acted as the placing agent of the Company in the GM Placing) and is willing to engage with the Company and has a track record of completing market deals successfully with the Company;
(ii) there is only a limited number of underwriters who is willing to work with companies of relatively small market capitalisation, being approximately HK$226.8 million on the Last Trading Day; and

(iii) the Company is mindful of the laws and regulations in Hong Kong pertaining to the need to keep inside information confidential pending an announcement and not putting any person in a privileged dealing position. As the Rights Issue is highly material and price sensitive information, the Company did not consider approaching multiple potential underwriters with whom it does not have prior business relationship to be conducive to compliance with the relevant laws and regulation.

Qualifying Shareholders who do not elect to subscribe for their assured entitlements in full under the Rights Issue will be diluted after Completion by a maximum of approximately 75.0%.

The Directors consider that the above potential dilution effect is unlikely to occur since it assumes that (i) the Independent Shareholders have voted in favour of the Rights Issue at the SGM; but (ii) no Qualifying Shareholder would take up their provisional entitlements under the Rights Issue, which is a complete misalignment between the voting behaviour of the Independent Shareholders and their subscription for the Rights Issue.

As such, the Directors are of the view that the current subscription ratio and the Subscription Price are in the interests of the Company and the Shareholders as a whole.

Having considered the intended usages of the net proceeds from the SM Placing and the GM Placing as set out in the section headed “CHANGE OF USE OF PROCEEDS” below as well as the net proceeds from the Rights Issue, the Board are of the view that the Group’s general working capital is sufficient for financing its existing operation for the next 12 months. As such, as at the date of this announcement, the Board considers that no further fund raising activities will be carried out for the next 12 months due to insufficiency of the Group’s general working capital. In addition, as at the date of this announcement, save for the Rights Issue, the Company does not have any immediate plan or is not contemplating to have further fund raising activities for the next 12 months.

CHANGE OF USE OF PROCEEDS

Reference is made to the circular of the Company dated 4 June 2014 and the SM Placing Announcement in relation to the SM Placing and the GM Placing Announcement in relation to the GM Placing.

As stated in the section headed “(III) Change of Use of Proceeds” in the SM Placing Announcement, the net proceeds from the SM Placing was approximately HK$40.1 million (“ SM Placing Proceeds ”) and the Company intended to apply (i) approximately HK$34.6 million of the SM Placing Proceeds for the development, sales and marketing of medical and/or healthcare products and services; and (ii) approximately HK$5.5 million of the SM Placing Proceeds for the PR Business and the HR Business. As at the date of this announcement, approximately HK$12.1 million of the SM Placing Proceeds was used as intended as to (i) approximately HK$7.1 million for the research and development of new medical and/or healthcare products and services; (ii) approximately HK$1.1 million for the launch of new medical and/or healthcare products and services; (iii) approximately HK$1.0 million for the set up and development of e-commerce platform; and (iv) approximately HK$2.9 million for the PR Business and the HR Business.

In addition, as disclosed in the section headed “Reasons for the Placing and Use of Proceeds” in the GM Placing Announcement, the Company intended to use the net proceeds of approximately HK$25.4 million (“ GM Placing Proceeds ”) from the GM Placing for general working capital of the Group. As at the date of this announcement, approximately HK$2.8 million of the GM Placing Proceeds was used as intended.

As at the date of this announcement, the aggregate unutilised net proceeds from the SM Placing and the GM Placing are approximately HK$50.6 million (“ Unutilised Proceeds ”) (comprising approximately HK$28.0 million of the unutilised SM Placing Proceeds and approximately HK$22.6 million of the unutilised GM Placing Proceeds).

As some new medical and healthcare products are still in progress of development, the Directors consider that no immediate funding need is required for launching the aforementioned products, including selling expenses and marketing expenses in at least one year. Therefore, the Board has resolved to allocate not more than HK$30.5 million out of the Unutilised Proceeds for the Target Company to facilitate the tender of potential construction projects and funding for the Possible Acquisition, if the Possible Acquisition materialises.

Save as disclosed above, there is no other change of the use of the SM Placing Proceeds and GM Placing Proceeds, and the remaining unutilised SM Placing Proceeds and GM Placing Proceeds will be used as originally intended for the time being, details of which are set out in the section headed “FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST TWELVE MONTHS” below. The Board considers that such change of the use of the Unutilised Proceeds would cope with the development of the businesses and plans of the Group and is in the best interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST TWELVE MONTHS

Apart from the fund raising activities mentioned below, the Company had not raised any other funds by equity issue in the past 12 months immediately preceding the date of this announcement:

Date of

announcement

Fund raising activity

Net proceeds raised

Intended use of net proceeds (taking into account of the change of use of net proceeds from the SM Placing and the GM Placing as set out in the section headed “CHANGE OF as at the date of USE OF PROCEEDS” above) this announcement (Approximate amount)

Actual use of net proceeds

this announcement (Approximate amount)

24 March 2014, Placing of 175,160,000 Approximately 30 June 2014 and Shares at HK$0.239 per HK$40.1 million 12 January 2015 Share pursuant to the specific mandate granted to the Directors by the Shareholders at the special general meeting of the Company held on 20 June 2014

(i) HK$9.4 million for the (i) HK$7.1 million had been research and development utilised as intended for the of new medical and/or research and development healthcare products and of new medical and/or services; healthcare products and services;
(ii) HK$5.9 million for the launch of new medical (ii) HK$1.1 million had been and/or healthcare products utilised as intended for the and services; launch of new medical and/ or healthcare products and
(iii) HK$9.3 million for the services;
(iii) HK$9.3 million for the services; set up and development of e-commerce platform; (iii) HK$1.0 million had been utilised as intended for the
(iv) HK$5.5 million for set up and development of the development of e-commerce platform; and the provision of public relations services (iv) approximately and human resources HK$2.9 million has been management services; and utilised as intended for the development of the provision
(v) not more than of public relations services HK$10.0 million for and human resources the Target Company to management services. facilitate the tender of potential construction The remaining net proceeds of projects. approximately HK$28.0 million has not yet been utilised and remains in the bank for intended use.

Intended use of net proceeds (taking into account of the change of use of net proceeds from the SM Placing and the GM Placing as set out in the Actual use of net proceeds section headed “CHANGE OF as at the date of USE OF PROCEEDS” above) this announcement (Approximate amount) (Approximate amount)

Date of Net proceeds USE OF PROCEEDS” above) announcement Fund raising activity raised (Approximate amount) 31 October 2014 and Placing of 226,200,000 Approximately General working capital of 14 November 2014 Shares at HK$0.118 per HK$25.4 million the Group and funding for Share pursuant to the the Possible Acquisition, general mandate granted if the Possible Acquisition to the Directors by the materialises. Shareholders at the annual general meeting of the Company held on 30 May 2014

HK$2.8 million was used as general working capital of the Group.
The remaining net proceeds of approximately HK$22.6 million has not been utilised and remains in the bank for intended use.

IMPLICATIONS UNDER THE LISTING RULES

GENERAL

The SGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Rights Issue. The circular containing, among other things, (i) details of the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders setting out its recommendation in respect of the Rights Issue; and (iv) the notice of the SGM, will be despatched to the Shareholders as soon as practicable.

In order to be registered as members of the Company at the close of business on Monday, 17 August 2015 (being the record date for attendance and voting at the SGM), investors must lodge any transfer of existing Shares (together with the share certificates) with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on Monday, 10 August 2015.

DEFINITIONS

In this announcement, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein:

“associate” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Business Day(s)” a day (other than a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC “close associate” has the meaning ascribed thereto under the Listing Rules

“Company” AMCO United Holding Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange (stock code: 630)

“Completion” completion of the Rights Issue “connected person” has the meaning ascribed thereto under the Listing Rules “controlling shareholder” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “EAF” the form(s) of application for use by the Qualifying Shareholders who wish to apply for excess Rights Shares, being in such usual form as may be agreed between the Company and the Underwriter

“Excluded Shareholders”
“GM Placing”
“GM Placing Announcement”

“Group”

“HKSCC”
“Hong Kong”
“Independent Board Committee”
“Independent Shareholder(s)”

the Overseas Shareholder(s) whom the Directors, after making enquiries, consider it necessary, or expedient not to offer the Rights Shares to such Shareholder(s) as at the close of business on account either of legal restrictions under the laws of relevant place or the requirements of the relevant regulatory body or stock exchange in that place

placing of 226,200,000 Shares at HK$0.118 per Share pursuant to the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 30 May 2014, details of which are disclosed in the GM Placing Announcement and the announcement of the Company dated 14 November 2014

the announcement of the Company dated 31 October 2014 in relation to the GM Placing

the Company and its subsidiaries

Hong Kong Securities Clearing Company Limited

Hong Kong Special Administrative Region of the PRC

the independent board committee of the Board comprising all the independent non-executive Directors, established to advise the Independent Shareholders on the Rights Issue

any Shareholder(s) other than the controlling Shareholder(s) and their respective associates or, where there are no controlling Shareholder(s), the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates

“Independent Third Party(ies)”

“Last Trading Day”

“Latest Time for Acceptance”
“Latest Time for Termination”

“Listing Rules”

“MLO”

“Overseas Shareholder(s)”

person(s) independent of the Company and their respective connected persons

23 June 2015, being the date of this announcement

4:00 p.m. on Monday, 21 September 2015 or such later time or date as may be agreed between the Company and the Underwriter, being the latest time for acceptance of the offer of Rights Shares and the application for the excess Rights Shares and if there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong on such day (i) at anytime before 12:00 noon and no longer in force after 12:00 noon, the Latest Time for Acceptance will be extended to 5:00 p.m. on the same Business Day; and (ii) at any time between 12:00 noon and 4:00 p.m., the Latest Time for Acceptance will be extended to the next business day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

4:00 p.m. on the first Business Day after the Latest Time for Acceptance, or such later time as may be agreed between the Company and the Underwriter

the Rules Governing the Listing of Securities on the Stock Exchange

Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong)

Shareholder(s) with registered address(es) (as shown in the register of members of the Company as at the close of business on the Record Date) which is/are outside Hong Kong

“PAL(s)”

“Possible Acquisition”

“PRC”

“Prospectus”

“Prospectus Documents”

“Prospectus Posting Date”

“Qualifying Shareholder(s)”

“Record Date”

the provisional allotment letter(s) to be used in connection with the Rights Issue

the possible acquisition of the entire equity interest of the Target Company as contemplated under the memorandum of understanding entered into between two individuals and the Company, details of which were disclosed in the announcement of the Company dated 21 May 2015

the People’s Republic of China and for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

the prospectus to be issued by the Company in connection with the Rights Issue and expected to be dated the Prospectus Posting Date

the Prospectus, the PAL and the EAF

Monday, 7 September 2015 or such other date as may be agreed between the Company and the Underwriter, being the date of despatch of the Prospectus Documents

Shareholder(s) whose names appear on the register of members of the Company as at the close of business on the Record Date, other than the Excluded Shareholders

Thursday, 27 August 2015 or such other date as may be agreed between the Company and the Underwriter in accordance with the relevant regulations or requirements

“Rights Issue”

“Rights Share(s)”

“SGM”

“Share(s)”

“Shareholder(s)”

“SM Placing”

“SM Placing Announcement”
“Stock Exchange”
“Subscription Price”
“Takeovers Code”

the proposed issue of the Rights Shares on the basis of three Rights Shares for every one Share in issue held on the Record Date at the Subscription Price pursuant to the Prospectus Documents and as contemplated under the Underwriting Agreement

the Share(s) proposed to be offered to the Qualifying Shareholders pursuant to the Rights Issue

the special general meeting of the Company to be convened and held to consider and, if thought fit, approve the Rights Issue

the ordinary share(s) of HK$0.01 each in the share capital of the Company

the holder(s) of the Share(s)

placing of 175,160,000 Shares at HK$0.239 per Share pursuant to the specific mandate granted to the Directors by the Shareholders at the special general meeting of the Company held on 20 June 2014, details of which are disclosed in the announcements of the Company dated 24 March 2014 and 30 June 2014, the SM Placing Announcement and the circular of the Company dated 4 June 2014

the announcement of the Company dated 12 January 2015 in relation to the change of use of proceeds from the SM Placing

The Stock Exchange of Hong Kong Limited

the subscription price of HK$0.435 per Rights Share under the Rights Issue

the Hong Kong Code on Takeovers and Mergers

“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

“Underwriter”

SBI China Capital Financial Services Limited, a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Underwriting Agreement”

the underwriting agreement dated 23 June 2015 entered into between the Company and the Underwriter in relation to the underwriting arrangement in respect of the Rights Issue

“Underwritten Shares”

such number equal to the number of the Rights Shares

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

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

Hong Kong, 23 June 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. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason, Mr. Lau Man Tak and Mr. Wong Siu Ki are the independent non-executive Directors.

AI assistant

ICO Group Limited — Capital/Financing Update 2015

49938_rns_2015-06-23_8da8831e-8da0-4d9e-a2e8-2a89e3f9368a.pdf

Underwriter

Independent Financial Adviser

PROPOSED RIGHTS ISSUE

IMPLICATIONS UNDER THE LISTING RULES

GENERAL

WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

PROPOSED RIGHTS ISSUE

Issue statistics

Qualifying Shareholders

Closure of register of members

Rights of Overseas Shareholders

Subscription Price

Basis of provisional allotment

Matching services

Status of the Rights Shares

Share certificates for the Rights Issue and refund cheques

Application for excess Rights Shares

Shares registered in the name of nominee companies

Application for listing

Conditions precedent of the Rights Issue

UNDERWRITING AGREEMENT

Termination of the Underwriting Agreement

WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

EXPECTED TIMETABLE

2015

SHAREHOLDING STRUCTURE OF THE COMPANY

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Possible Acquisition

Business Development of the PR Business and the HR Business

Business Development of the Money Lending Business

Acquisition of Property for Office use

CHANGE OF USE OF PROCEEDS

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST TWELVE MONTHS

Date of

announcement

Fund raising activity

this announcement (Approximate amount)

IMPLICATIONS UNDER THE LISTING RULES

GENERAL

DEFINITIONS

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ICO Group Limited Capital/Financing Update 2015