ICO Group Limited — Capital/Financing Update 2015

Mar 9, 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.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

PROPOSED CAPITAL REORGANISATION

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which involves the following:

• (1) every 5 issued and unissued Existing Shares of HK$0.01 each will be consolidated into 1 Consolidated Share of HK$0.05 each and where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company which may arise from the Share Consolidation;

• (2) the issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.05 to HK$0.01;

• (3) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of HK$0.05 each will be sub-divided into 5 New Shares of HK$0.01 each; and

• For identification purposes only

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• (4) the credits arising in the books of the Company from the Capital Reduction of approximately HK$12,259,452.85 will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

Shareholders and potential investors should note that the credits arising in the books of the Company from the Capital Reorganisation will be subject to change depending on the number of the Existing Shares in issue immediately prior to the Capital Reorganisation becoming effective.

The New Shares will remain to be traded in board lot of 10,000 New Shares after the Capital Reorganisation having become effective.

WARNING

Shareholders and potential investors should take note that the Capital Reorganisation is conditional upon satisfaction of conditions set out in the paragraph headed “Conditions of the Capital Reorganisation”. Therefore, the Capital Reorganisation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt about their position, they should consult their professional advisers.

GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. In compliance with the Listing Rules, all resolutions will be voted on by way of a poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolutions to be proposed at the SGM. A circular containing, among other things, details of the Capital Reorganisation and a notice convening the SGM will be despatched to the Shareholders as soon as practicable.

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PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which involves the following:

(1) Proposed Share Consolidation

The Share Consolidation will be effected pursuant to which every 5 issued and unissued Existing Shares of HK$0.01 each will be consolidated into 1 Consolidated Share of HK$0.05 each and where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company which may arise from the Share Consolidation.

(2) Proposed Capital Reduction and Share Subdivision

• (a) The issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.05 to HK$0.01;

• (b) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of HK$0.05 each will be sub-divided into 5 New Shares of HK$0.01 each; and

• (c) the credits arising in the books of the Company from the Capital Reduction of approximately HK$12,259,452.85 will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

As at the date of this announcement, the authorised share capital of the Company is HK$400,000,000 divided into 40,000,000,000 Existing Shares of HK$0.01 each, of which 1,532,431,606 Existing Shares are allotted and issued as fully paid or credited as fully paid.

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Immediately following the Capital Reorganisation, the authorised share capital of the Company will be HK$400,000,000 divided into 40,000,000,000 New Shares of HK$0.01 each, of which 306,486,321 New Shares will be in issue and the aggregate nominal value of the issued share capital of the Company will be HK$3,064,863.21, assuming that there are no other changes in the issued share capital of the Company from the date of this announcement up to the effective date of the Capital Reorganisation.

A credit of approximately HK$12,259,452.85 will arise as a result of the Capital Reduction. Such credit, together with any credit which may arise as a result of the cancellation of any fraction in the issued share capital of the Company arising from the Share Consolidation, will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act which will then be applied by the Board to set off against the accumulated losses of the Company by the amount of such credits on the date of the Capital Reorganisation becoming effective. The total accumulated losses of the Company were approximately HK$72,167,000 as shown in the unaudited consolidated financial statements of the Company as at 30 June 2014.

Shareholders and potential investors should note that the credits arising in the books of the Company from the Capital Reorganisation will be subject to change depending on the number of the Existing Shares in issue immediately prior to the Capital Reorganisation becoming effective.

Assuming that there are no other changes in the issued share capital of the Company from the date of this announcement and until the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

		Immediately after	Immediately after
		the Share	the Capital
	As at the date of	Consolidation	Reorganisation
	this announcement	becoming effective	becoming effective
Amount of authorised share capital	HK$400,000,000	HK$400,000,000	HK$400,000,000
Par value	HK$0.01	HK$0.05	HK$0.01
	per Existing Share	per Consolidated Share	per New Share

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		Immediately after	Immediately after
		the Share	the Capital
	As at the date of	Consolidation	Reorganisation
	this announcement	becoming effective	becoming effective
Number of authorised shares	40,000,000,000	8,000,000,000	40,000,000,000
	Existing Shares	Consolidated Shares	New Shares
Amount of issued share capital	HK$15,324,316.06	HK$15,324,316.05	HK$3,064,863.21
Number of issued shares	1,532,431,606	306,486,321	306,486,321
	Existing Shares	Consolidated Shares	New Shares
Amount of unissued share capital	HK$384,675,683.94	HK$384,675,683.95	HK$396,935,136.79
Number of unissued shares	38,467,568,394	7,693,513,679	39,693,513,679
	Existing Shares	Consolidated Shares	New Shares

All New Shares will rank pari passu in all respects with each other.

Under the laws of Bermuda, the Directors may apply the contributed surplus in any manner permitted by the laws of Bermuda and the bye-laws of the Company.

Fractional entitlement to New Shares

No Shareholder will be entitled to receive any fraction of a New Share. Fractions of the New Shares, if any, arising from the Capital Reorganisation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional on:

• (1) the passing of the necessary special resolution by the Shareholders to approve the Capital Reorganisation at the SGM;

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• (2) the Stock Exchange granting the listing of, and the permission to deal in, the New Shares arising from the Capital Reorganisation; and the New Shares which may fall to be allotted and issued as the Performance Incentive Shares;

• (3) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Listing Rules to effect the Capital Reorganisation; and

• (4) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Reasons for the Capital Reorganisation

The Board considers that the Capital Reorganisation will reduce the transaction costs of each board lot for the dealing in the New Shares, including those fees which are charged with reference to the number of board lots; and the administrative costs of the Company. In addition, as illustrated in the paragraph headed “No change in board lot size” below, the current value of each board lot of 10,000 Existing Shares is below HK$2,000. The Capital Reorganisation will also allow the value of each board lot of 10,000 New Shares to be increased to more than HK$2,000.

As cancellation of fraction in the issued share capital of the Company which may arise from the Share Consolidation requires the approval of the Shareholder by a special resolution, the Board is of the view that it is an opportunity to implement the cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares thereby enabling credits to arise in the books of the Company from the Capital Reduction for setting off part of its accumulated loss.

As at the date of this announcement, there is no plan for the Company to conduct any immediate fund raising exercise upon the Capital Reorganisation having become effective.

The Board considers that the Capital Reorganisation is beneficial to and in the interests of the Company and the Shareholders as a whole.

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Effects of the Capital Reorganisation

Implementation of the Capital Reorganisation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and that on the date the Capital Reorganisation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due.

No equity will be lost as a result of the Capital Reorganisation and, except for the expenses involved in relation to the Capital Reorganisation which are expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reorganisation becoming effective. The Capital Reorganisation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

Listing and dealings

Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation; and the New Shares which may fall to be allotted and issued as the Performance Incentive Shares.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

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Free exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Tuesday, 28 April 2015 until Friday, 5 June 2015 (both days inclusive), submit share certificates for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the New Shares (on the basis of 5 Existing Shares for 1 New Share). Thereafter, certificates of Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of certificates cancelled/issued is higher. After 4:00 p.m. on Wednesday, 3 June 2015, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for New Shares at any time but will not be accepted for delivery, trading and settlement purposes.

The colour of the new share certificates for the New Shares will be announced by the Company in due course.

No change in board lot size

At present, the Existing Shares are traded in board lots of 10,000. Based on the closing price of HK$0.094 per Share as at the date of this announcement, the value of each board lot of 10,000 Existing Shares is HK$940. Upon the Capital Reorganisation becoming effective, the board lot size for trading of the New Shares will remain unchanged at 10,000.

The estimated market value per board lot of the New Shares will be HK$4,700 (based on the theoretical adjusted closing price of HK$0.470 per New Share assuming that the Capital Reorganisation had become effective on the date of this announcement).

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ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the New Shares arising from the Capital Reorganisation, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of their holding of odd lots of the New Shares.

Details of the odd lot arrangement will be set out in the circular in relation to the Capital Reorganisation and the convening of the SGM to be despatched to the Shareholders. Holders of odd lots of the New Shares should note that the matching of the sale and purchase of odd lots of the New Shares is not guaranteed.

EXPECTED TIMETABLE

The expected timetable for implementation of the Capital Reorganisation is set out below:

Event Date and time Date of despatch of circular with notice of SGM and form of proxy of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 1 April 2015 Latest time for lodging the form of proxy . . . . . . . . . . . . 11:00 a.m., Saturday, 25 April 2015 Expected time and date of the SGM . . . . . . . . . . . . . . . . . . 11:00 a.m., Monday, 27 April 2015 Publication of announcement of results of the SGM . . . . . . . . . . . . . . Monday, 27 April 2015

The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reorganisation:

Expected effective date of the Capital Reorganisation . . . . . . . . . . . . . Tuesday, 28 April 2015 First day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 April 2015

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Commencement of dealings in New Shares . . . . . . . . . . . . .9:00 a.m., Tuesday, 28 April 2015 Original counter for trading in Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . .9:00 a.m., Tuesday, 28 April 2015 Temporary counter for trading in New Shares in board lots of 2,000 New Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . .9:00 a.m., Tuesday, 28 April 2015 Original counter for trading in New Shares in board lots of 10,000 New Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 13 May 2015 Parallel trading in New Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 13 May 2015 Designated broker starts to provide matching services for odd lots of New Shares . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 13 May 2015 Temporary counter for trading in New Shares in board lots of 2,000 New Shares (in the form of existing share certificates) closes . . . . . . . . . .4:00 p.m., Wednesday, 3 June 2015 Parallel trading in New Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . . .4:00 p.m., Wednesday, 3 June 2015 Designated broker ceases to provide matching services for odd lots of New Shares . . . . . . . . . . . . . . .4:00 p.m., Wednesday, 3 June 2015 Last day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . Friday, 5 June 2015

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All times and dates specified in the timetable above refer to Hong Kong times and dates.

This timetable is indicative only and any subsequent change to the expected timetable will be announced by the Company.

WARNING

Shareholders and potential investors should take note that the Capital Reorganisation is conditional upon satisfaction of conditions set out in the paragraph headed “Conditions of the Capital Reorganisation”. Therefore, the Capital Reorganisation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt about their position, they should consult their professional advisers.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the date of this announcement, the Company may be required to allot and issue Performance Incentive Shares (i.e. 600,000,000 Existing Shares) in accordance with the Performance Incentive Agreement. Adjustment to the Performance Incentive Shares may have to be made as a result of the Capital Reorganisation becoming effective. The Company will make further announcement(s) about the adjustment(s) in due course if and when appropriate.

Save as disclosed above, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or New Shares, as the case may be.

GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. In compliance with the Listing Rules, all resolutions will be voted on by way of a poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolutions to be proposed at the SGM. A circular containing, among other things, details of the Capital Reorganisation and a notice convening the SGM will be despatched to the Shareholders as soon as practicable.

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DEFINITIONS

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

“Board”

the board of Directors

“Capital Reduction”

the proposed reduction of the issued share capital of the Company through (i) the cancellation of any fraction in the issued share capital of the Company which may arise from the Share Consolidation; and (ii) the cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.05 to HK$0.01

• “Capital Reorganisation”

the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Subdivision

“CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Act”

the Companies Act 1981 of Bermuda

• “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

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.05 each in the share capital of the Company immediately after the Share Consolidation becoming effective but prior to the Capital Reduction and the Share Subdivision

• “Director(s)”

the director(s) of the Company

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“Existing Share(s)” ordinary share(s) of HK$0.01 each in the existing share capital of the Company

“Group”

the Company and its subsidiaries

“HK$” the Hong Kong dollars, the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited

“Hong Kong”

Hong Kong Special Administrative Region of the People’s Republic of China

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“New Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective

“Performance Incentive Agreement”

the performance incentive agreement dated 4 March 2011 (as amended and restated on 27 July 2011) entered into by the Company, details of which were disclosed in the circular of the Company dated 12 August 2011 and the announcements of the Company dated 21 June 2011, 7 October 2011, 25 March 2013 and 28 March 2013, respectively

“Performance Incentive Shares”

up to 600,000,000 Existing Shares (subject to adjustments) which may be allotted and issued by the Company in accordance with the Performance Incentive Agreement

“SGM”

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

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“Share Consolidation” the proposed consolidation of every 5 issued and unissued Existing Shares into 1 Consolidated Share “Shareholder(s)” holder(s) of the Existing Share(s), the Consolidated Share(s) and/or the New Share(s) as the case may be “Share Subdivision” the proposed sub-division of each of the authorised but unissued Consolidated Shares of HK$0.05 each into 5 New Shares of HK$0.01 each “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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

Hong Kong, 9 March 2015

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Ms. Leung Mei Han and Mr. Cheng Kin Chor are the executive Directors; and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the independent non-executive Directors.

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