ICO Group Limited — Capital/Financing Update 2016

Apr 11, 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.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

DISCLOSEABLE TRANSACTION: COMPLETION OF ACQUISITION OF 40% OF ISSUED SHARE CAPITAL OF THE TARGET AND CHANGE IN USE OF PROCEEDS

Reference is made to the circular of the Company dated 2 November 2015 (“ Circular ”) in relation to the SM Placing and the announcements of the Company dated 15 January 2016 (“ First Announcement ”) and 22 January 2016 (“ Second Announcement ”) in relation to the acquisition of 40% of issued share capital of the Target. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as defined in the Circular and the First Announcement.

COMPLETION OF ACQUISITION

The Board is pleased to announce that all conditions precedent set out in the SP Agreement have been fulfilled and the Completion took place on 11 April 2016 in accordance with the terms of the SP Agreement. Immediately after the Completion, the Purchaser, a wholly-owned subsidiary of the Company, holds 40% of the issued share capital in the Target and each member of the Target Group becomes an associate of the Company.

• For identification purposes only

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CHANGE IN USE OF PROCEEDS

As stated in the Circular, in view of the need of office space of the Group, the business expansion and recruitment plan of the Group, the Company intended to use approximately HK$110.0 million out of the net proceeds from the SM Placing (“ SM Placing Net Proceeds ”) for purchasing office premises in Hong Kong to be used by the Group. HK$50 million out of the SM Placing Net Proceeds had been utilised for funding the consideration of the acquisition of 40% of issued share capital of the Target at Completion.

At Completion, the Vendor informed the Purchaser that it intended to lease certain units of the Properties to an Independent Third Party. Taking into consideration that (i) 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 as at the date of this announcement; and (ii) the expected rental income from such lease arrangement is reasonable and to the benefits of the Target, and thus the Purchaser, as a shareholder of the Target, the Board has resolved to change the use of HK$50 million out of the SM Placing Net Proceeds from purchasing office premises in Hong Kong for self-use to purchasing office premises in Hong Kong for self-use and leasing out. If such lease arrangement materialises, the Company intends the remaining units of the Properties to be used by the Group as at the date of this announcement.

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

Hong Kong, 11 April 2016

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

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