ICO Group Limited — Capital/Financing Update 2016

Dec 5, 2016

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.

==> picture [58 x 23] intentionally omitted <==

==> picture [58 x 24] intentionally omitted <==

==> picture [215 x 71] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

DISCLOSEABLE TRANSACTION: DISPOSAL OF 40% OF ISSUED SHARE CAPITAL OF THE TARGET

THE DISPOSAL

The Board wishes to announce that after trading hours on 5 December 2016, the Vendor, a wholly-owned subsidiary of the Company, and the Purchaser entered into the SP Agreement, pursuant to which the Vendor has sold, and the Purchaser has acquired, the Sale Shares, representing 40% of the issued share capital of the Target, at a cash consideration of HK$48,800,000.

The Target is principally engaged in investment holding and holds the entire issued share capital of the Target Subsidiary, which is principally engaged in property investment and investment holding. The principal assets of the Target Group are the Properties.

Immediately after Completion, the Target ceased to be an associate of the Vendor and the Vendor ceased to hold, directly or indirectly, any interest in each member of the Target Group and, in substance, the Properties.

• For identification purposes only

1

IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratio in respect of the Disposal is more than 5% but all percentage ratios are less than 25%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

The Board wishes to announce that after trading hours on 5 December 2016, the Vendor, a wholly-owned subsidiary of the Company, and the Purchaser entered into the SP Agreement in respect of the Disposal.

The principal terms of the SP Agreement are set out below:

THE SP AGREEMENT

Date

5 December 2016

Parties

Vendor: Praiseful Moment Limited（順年有限公司）, a wholly-owned subsidiary of the Company

Purchaser: Winrange Investments Limited（盈幅投資有限公司）, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Finsoft Financial Investment Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Growth Enterprise Market of the Stock Exchange (Stock Code: 8018)

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, (i) the principal activity of the Purchaser is investment holding; and (ii) each of the Purchaser and its ultimate beneficial owners is an Independent Third Party.

2

Assets to be disposed of

The Vendor has sold, and the Purchaser has acquired, the Sale Shares, representing 40% of the issued share capital of the Target, free from all encumbrances and together with all rights and benefits attaching thereto at any time on or after the date of Completion.

Consideration

The Consideration for the Disposal is HK$48,800,000, which was settled by the Purchaser to the Vendor in cash at Completion.

The Consideration was arrived at after arm’s length negotiations between the Vendor and the Purchaser on normal commercial terms principally with reference to a valuation of the Properties as at 28 November 2016 of HK$122,000,000 conducted by an independent professional valuer.

Completion

Completion took place immediately after signing of the SP Agreement.

Immediately after Completion, the Target ceased to be an associate of the Vendor and the Vendor ceased to hold, directly or indirectly, any interest in each member of the Target Group and, in substance, the Properties.

INFORMATION ON THE TARGET GROUP

The Target is a company incorporated in the British Virgin Islands with limited liability on 26 September 2014 and is principally engaged in investment holding. As at the date of this announcement, the Target holds the entire issued share capital of the Target Subsidiary, a company incorporated in Hong Kong with limited liability on 6 October 2014. The Target Subsidiary is principally engaged in property investment and investment holding. The principal assets of the Target Group are the Properties. The Properties are currently vacant.

3

The unaudited consolidated financial information of the Target for the period from 26 September 2014 (being the date of incorporation of the Target) to 30 June 2015 and for the year ended 30 June 2016 is set out below:

	For the
	period from
	26 September	For the
	2014 to	year ended
	30 June 2015	30 June 2016
	HK$	HK$
	(approximately)	(approximately)
Loss before and after taxation	6,000	5,072,000

The unaudited consolidated total assets value and net assets value of the Target Group as at 30 November 2016 were approximately HK$130,386,000 and HK$120,321,000 respectively.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Group is principally engaged in (i) manufacture and sale of medical device products; (ii) manufacture and sale of plastic moulding products; (iii) provision of public relations services (“ PR Business ”); (iv) provision of construction services in building construction, building maintenance and improvement works, project management, renovation and decoration works (“ Building Contract Works Business ”); (v) money lending business; and (vi) securities investment.

Reference is made to the announcements of the Company dated 15 January 2016 and 11 April 2016. The Group acquired 40% of the equity interest of the Target at a consideration of HK$50,000,000, the completion of which took place on 11 April 2016.

4

As stated in the announcement of the Company dated 11 April 2016, the expansion and recruitment plan of the Group has not progressed at a pace as expected and there is no immediate need of all the units of the Properties. Also, the leasing out of certain units of the Properties did not materialise as at the date of this announcement. As further disclosed in the announcement of the Company dated 19 October 2016, it is expected that the Building Contract Works Business and the PR Business will not expand and grow in a pace as expected by the Group.

Having considered (i) the uncertainty of property market in Hong Kong; and (ii) the cessation of the business of provision of human resources management services in June 2016 and the Group’s current plan of downsizing the PR Business, the Directors are of the view that the Disposal allows the Group to realise its investment in the Target Group, which holds the Properties, and thereby utilise the net proceeds of the Disposal for financing other future potential investment opportunities and/or general working capital of the Group.

It is expected that the Group will recognise a gain in its consolidated income statement of approximately HK$412,000 arising from the Disposal, which is calculated as the difference between the Consideration and the unaudited carrying amount of the investment in the Target as at 30 November 2016 of approximately HK$48,388,000 classified by the Group as an investment in associate accounted for using the equity method. Such expected gain will not affect the cash flows of the Group. The actual amount of gain arising from the Disposal to be recognised by the Group will be determined based on the consolidated net assets value of the Target Group as at the date of Completion and will be subject to final audit by the Company’s auditors. The Directors expect that the net proceeds from the Disposal after deducting the expenses directly attributable thereto will be used for financing other future potential investment opportunities and/or general working capital of the Group.

The terms of the SP Agreement were determined after arm’s length negotiations between the parties thereto and the Directors are of the view that the terms of the SP Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

5

IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratio in respect of the Disposal is more than 5% but all percentage ratios are less than 25%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

“Board”	the board of Directors
“Company”	AMCO United Holding Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Main Board of the Stock Exchange
“Completion”	completion of the Disposal in accordance with the terms and
	conditions of the SP Agreement
“connected person(s)”	has the meaning as ascribed to it in the Listing Rules
“Consideration”	the sum of HK$48,800,000, being the consideration for sale
	and purchase of the Sale Shares
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Sale Shares by the Vendor pursuant to the
	terms of the SP Agreement
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

6

• “Independent a party who is not a connected person of the Company and is Third Party(ies)” independent of the Company and its connected persons

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

• “Properties” the properties owned by the Target Subsidiary, comprising Offices A-H, J-N & P on 21/F. (Whole Floor) and Car Parking Space Nos. P47, P48 and P49 on Basement Floor, Kings Wing Plaza 1, No. 3 On Kwan Street, Sha Tin, New Territories, Hong Kong

• “Purchaser” Winrange Investments Limited（盈幅投資有限公司）, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Finsoft Financial Investment Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Growth Enterprise Market of the Stock Exchange (Stock Code: 8018)

• “Sale Shares”

• 8 issued shares in the share capital of the Target, representing 40% of the issued share capital of the Target

• “Share(s)”

• share(s) of the Company of HK$0.01 each

• “Shareholder(s)”

• holder(s) of the Share(s)

• “SP Agreement”

• the sale and purchase agreement dated 5 December 2016 entered into between the Vendor and the Purchaser in relation to the Disposal

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

“Target”

• Ultimate Elite Investments Limited, a company incorporated in the British Virgin Islands with limited liability and is owned as to 40% by the Vendor as at the date of the SP Agreement immediately prior to Completion, being the subject matter of the Disposal

7

“Target Group”

collectively, the Target and the Target Subsidiary

“Target Subsidiary”

Vision Smart Limited, a company incorporated in Hong Kong with limited liability and is directly wholly-owned by the Target as at the date of this announcement

“Vendor”

Praiseful Moment Limited（順年有限公司）, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

“%”

per cent.

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

Hong Kong, 5 December 2016

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Mr. Cheng Kin Chor, Mr. Zhang Hengxin, Mr. Peng Shiyuan and Mr. Jia Minghui are the executive Directors; and Mr. Wong Siu Ki, Mr. Chan Ngai Sang Kenny and Mr. Li Kwok Fat are the independent non-executive Directors.

8