ICO Group Limited — Capital/Financing Update 2016

Mar 16, 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.

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

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

RESULTS OF THE OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES IN ISSUE HELD ON THE RECORD DATE AND ADJUSTMENTS TO THE PERFORMANCE INCENTIVE SHARES

RESULTS OF THE OPEN OFFER

The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated by the Underwriter prior to the Latest Time for Termination. Accordingly, the Open Offer has become unconditional at 4:00 p.m. on Thursday, 10 March 2016.

At 4:00 p.m. on Tuesday, 8 March 2016, being the Latest Time for Acceptance, a total of 32 valid acceptances of Offer Shares have been received for a total number of 282,192,277 Offer Shares, representing approximately 45.4% of the total number of 620,893,160 Offer Shares available for subscription under the Open Offer.

• For identification purposes only

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Based on the results of the Open Offer, the Open Offer was under-subscribed by 338,700,883 Offer Shares. In accordance with the Underwriting Agreement, subscribers who are Independent Third Parties procured by the Underwriter have subscribed for all the under-subscribed 338,700,883 Offer Shares, representing approximately 54.6% of the total number of 620,893,160 Offer Shares available for subscription under the Open Offer. As confirmed by the Underwriter, none of the subscribers has become a substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Open Offer.

Share certificates for the fully-paid Offer Shares will be posted on Thursday, 17 March 2016 to the Qualifying Shareholders who have accepted and paid for their Offer Shares at their registered addresses shown on the register of members of the Company by ordinary post at their own risks.

Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, 18 March 2016.

ADJUSTMENTS TO THE PERFORMANCE INCENTIVE SHARES

Adjustments will be made to the number of the Performance Incentive Shares and the issue price at which the Performance Incentive Shares shall be allotted and issued pursuant to the Performance Incentive Agreement upon the allotment and issue of the Offer Shares, details of which are set out in this announcement.

Reference is made to the prospectus (“ Prospectus ”) of AMCO United Holding Limited (“ Company ”) dated 23 February 2016. Capitalised terms used herein shall, unless otherwise defined, have the same meanings as those defined in the Prospectus.

RESULTS OF THE OPEN OFFER

The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated by the Underwriter prior to the Latest Time for Termination. Accordingly, the Open Offer has become unconditional at 4:00 p.m. on Thursday, 10 March 2016.

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At 4:00 p.m. on Tuesday, 8 March 2016, being the Latest Time for Acceptance, a total of 32 valid acceptances of Offer Shares have been received for a total number of 282,192,277 Offer Shares, representing approximately 45.4% of the total number of 620,893,160 Offer Shares available for subscription under the Open Offer.

Based on the results of the Open Offer, the Open Offer was under-subscribed by 338,700,883 Offer Shares. In accordance with the Underwriting Agreement, subscribers who are Independent Third Parties procured by the Underwriter have subscribed for all the undersubscribed 338,700,883 Offer Shares, representing approximately 54.6% of the total number of 620,893,160 Offer Shares available for subscription under the Open Offer. As confirmed by the Underwriter, none of the subscribers has become a substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Open Offer.

Despatch of certificates for the Offer Shares

Share certificates for the fully-paid Offer Shares will be posted on Thursday, 17 March 2016 to the Qualifying Shareholders who have accepted and paid for their Offer Shares at their registered addresses shown on the register of members of the Company by ordinary post at their own risks.

Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, 18 March 2016.

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SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after the completion of the Open Offer is as follows:

Shareholders Mr. Yip Wai Lun, Alvin and his associates (Note 1) Public Shareholders: Underwriter (including subscribers procured by it) (Note 2) Other public Shareholders Total	Immediately before completion of the Open Offer No. of Shares Approximate % 35,025,346 2.82 8,980,000 0.72 1,197,780,975 96.46 1,241,786,321 100.00	Immediately after completion of the Open Offer No. of Shares Approximate % 35,025,346 1.88 347,680,883 18.67 1,479,973,252 79.45 1,862,679,481 100.00	Immediately after completion of the Open Offer No. of Shares Approximate % 35,025,346 1.88 347,680,883 18.67 1,479,973,252 79.45 1,862,679,481 100.00
			100.00

Notes:

1. 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. Mr. Yip Wai Lun, Alvin directly owns 50% of Atlas Medical Limited, which may be entitled to the allotment and issue of a maximum of 109,837,630 Performance Incentive Shares (subject to adjustments) by the Company in accordance with the Performance Incentive Agreement, of which a maximum of 47,755,491 Performance Incentive Shares, being the 2015 PIS, for the financial year ended 31 December 2015 may be allotted and issued by the Company in 2016. As at the date of this announcement, none of the 2015 PIS had been allotted and issued.

2. As confirmed by the Underwriter, none of the subscribers of the Untaken Shares has become a substantial Shareholder (as defined in the Listing Rules) as a result of such subscription and such subscriber, together with parties acting in concert with it, is not holding 10% or more of the issued share capital of the Company upon the allotment and issue of the Offer Shares.

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ADJUSTMENTS TO THE PERFORMANCE INCENTIVE SHARES

As at the date of this announcement, up to 109,837,630 Performance Incentive Shares may be allotted and issued by the Company at the issue price of HK$2.094 per Performance Incentive Share in accordance with the Performance Incentive Agreement. Pursuant to the terms and conditions of the Performance Incentive Agreement, the number of the Performance Incentive Shares and the issue price at which the Performance Incentive Shares shall be allotted and issued shall be adjusted as a result of the Open Offer in the following manner:

Before completion of the Open Offer Upon completion of the Open Offer Issue price Total number of the Issue price Total number of the per Performance Performance per Performance Performance Incentive Share Incentive Shares Incentive Share Incentive Shares (HK$) (HK$) 2.094 109,837,630 1.627 141,364,473

The above adjustments will become effective on 17 March 2016 upon the Company's allotment and issue of the Offer Shares. An audit firm appointed by the Company has reviewed and confirmed the above adjustments.

On behalf of the Board

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

Hong Kong, 16 March 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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