ICO Group Limited — Capital/Financing Update 2016

Feb 22, 2016

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this prospectus or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AMCO United Holding Limited (‘‘Company’’), you should at once hand the Prospectus Documents to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Terms used in this cover page have the same meanings as defined in this prospectus.

Subject to the grant of the approval for the listing of, and permission to deal in, the Offer Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Offer 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 Offer Shares on the Stock Exchange or such other date as may be 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. You should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.

A copy of each of the Prospectus Documents, together with the written consent referred to in the paragraph headed ‘‘Expert and consent’’ in Appendix III to this prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the C(WUMP)O. The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of these documents.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this prospectus, 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 prospectus.

==> picture [58 x 46] intentionally omitted <==

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

==> picture [167 x 8] intentionally omitted <==

----- Start of picture text -----

(Incorporated in Bermuda with limited liability)
----- End of picture text -----

(Stock Code : 630)

OPEN OFFER AT HK$0.13 PER OFFER SHARE

ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES IN ISSUE HELD ON THE RECORD DATE

Underwriter

Ample Orient Capital Limited

It should be noted that the Underwriting Agreement contains provisions granting the Underwriter the right to terminate the obligations of the Underwriter thereunder on the occurrence of certain events. These events are set out in the section headed ‘‘Termination of the Underwriting Agreement’’ on pages 5 to 6 of this prospectus.

If the Underwriting Agreement is terminated by the Underwriter or does not become unconditional, the Open Offer will not proceed.

The Latest Time for Acceptance and payment for the Offer Shares is at 4:00 p.m., on Tuesday, 8 March 2016. The procedures for application and payment for the Offer Shares are set out on pages 13 to 14 of this prospectus and the Application Form.

Shareholders should note that the Shares have been dealt in on an ex-entitlement basis commencing from Friday, 12 February 2016 and that dealings in the Shares may take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled.

Any Shareholder or other person dealing in the Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is expected to be at or before 4:00 p.m., on Thursday, 10 March 2016), will accordingly bear the risk that the Open Offer may not become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional advisers.

• For identification purposes only

23 February 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Unaudited pro forma financial information of the Group . . . . . . .	II-1
Appendix III – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

– i –

DEFINITIONS

In this prospectus, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘2015 PIS’’

a maximum of 47,755,491 Performance Incentive Shares which may be allotted and issued by the Company for the financial year ended 31 December 2015 in 2016

• ‘‘acting in concert’’ has the meaning ascribed to it by the Takeovers Code

• ‘‘Application Form(s)’’ the form(s) of application in respect of the Open Offer

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

a day, other than Saturday or a day on which a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 4:00 p.m., on which banks generally are open for business in Hong Kong

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Company’’

• AMCO United Holding Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘C(WUMP)O’’

• the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong)

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Excluded Shareholders’’

the Overseas Shareholders whom the Board, based on legal opinions provided by legal advisers, considers it necessary or expedient not to offer the Offer Shares to such Shareholders 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

• ‘‘Group’’

the Company and its subsidiaries from time to time

• ‘‘HKSCC’’

Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

• ‘‘Independent Third Party’’

• ‘‘Last Trading Day’’

• ‘‘Latest Practicable Date’’

• ‘‘Latest Time for Acceptance’’

• ‘‘Latest Time for Termination’’

• ‘‘Listing Rules’’

• ‘‘Offer Share(s)’’

• ‘‘Open Offer’’

• ‘‘Overseas Shareholder(s)’’

• ‘‘PRC’’

• ‘‘Prospectus Documents’’

• the Hong Kong Special Administrative Region of the PRC

• a third party independent of the Company and the connected persons (as defined under the Listing Rules) of the Company

• 20 January 2016, being the date of the Underwriting Agreement

• 19 February 2016, being the latest practicable date prior to the publication of this prospectus for the purpose of ascertaining certain information contained herein

• 4:00 p.m. on Tuesday, 8 March 2016 or such later time as may be agreed between the Company and the Underwriter, being the latest time for acceptance of the offer of the Offer Shares

• 4:00 p.m. on Thursday, 10 March 2016 or such later time to be agreed between the Company and the Underwriter, being the latest time for the Underwriter to terminate the Underwriting Agreement

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

• 620,893,160 new Shares to be issued by the Company pursuant to the Open Offer

• the issue of Offer Shares by way of open offer on the basis of one Offer Share for every two Shares in issue on the Record Date to the Qualifying Shareholders on the terms to be set out in the Prospectus Documents

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

• the People’s Republic of China, which for the purpose of this prospectus, excludes Hong Kong, the Special Administrative Region of Macau of the PRC and Taiwan

this prospectus and the Application Form(s)

– 2 –

DEFINITIONS

• ‘‘Prospectus Posting Date’’

Tuesday, 23 February 2016 or such later date as may be agreed between the Company and the Underwriter, being the date of despatch of Prospectus Documents

• ‘‘Qualifying Shareholder(s)’’ the Shareholder(s), other than the Excluded Shareholders, whose name(s) appear(s) on the register of members of the Company at the close of business on the Record Date

• ‘‘Record Date’’ Monday, 22 February 2016

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscription Price’’ the subscription price of HK$0.13 per Offer Share

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers

• ‘‘Underwriter’’

• Ample Orient Capital Limited, a licensed corporation to carry on Type 1 (dealing in securities) regulated activity under the SFO

• ‘‘Underwriting Agreement’’ the underwriting agreement dated 20 January 2016 entered into between the Company and the Underwriter in relation to the Open Offer

• ‘‘Underwritten Shares’’ the Offer Shares, being 620,893,160 Offer Shares, underwritten by the Underwriter pursuant to the Underwriting Agreement

‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Open Offer set out below is indicative only. The expected timetable is subject to change, and any such change will be announced in a separate announcement by the Company as and when appropriate.

Event Time and Date
2016
Latest Time for Acceptance and payment
for Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 8 March
Latest Time for Termination . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 10 March
Announcement of the results of the Open Offer . . . . . . . . . . . . . . . . . Wednesday, 16 March
Despatch of share certificates for Offer Shares . . . . . . . . . . . . . . . . . . . Thursday, 17 March
Despatch of refund cheques if the Open Offer is terminated . . . . . . . . . . Thursday, 17 March
Expected first day of dealings in Offer Shares
on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 18 March
Designated broker starts to stand in
the market to provide matching services . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 18 March
Last day for the designated broker to
stand in the market to provide matching services . . . . . . . . . . 4:30 p.m. on Friday, 8 April

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE OFFER SHARES

All times in this prospectus refer to Hong Kong time. If there is a ‘black’ rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong on Tuesday, 8 March 2016, being the date of the Latest Time for Acceptance:

• (i) at any time 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.

Under such circumstances, the dates mentioned in the expected timetable above (including, without limitation, the Latest Time for Termination) may be affected.

Dates or deadlines stated in this prospectus for events in the timetable are indicative only and may be extended or varied between the Company and the Underwriter. Any changes to the anticipated timetable for the Open Offer will be announced as appropriate.

– 4 –

TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriting Agreement contains provisions granting the Underwriter, by notice in writing, the right to terminate the Underwriter’s obligations thereunder on the occurrence of certain events. The Underwriter may terminate the Underwriting Agreement on or before the Latest Time for Termination if prior to the Latest Time for Termination:

• (1) in the reasonable opinion of the Underwriter, the success of the Open Offer 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 Open Offer; or

• (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 or continuing before, and/or after the date of the Underwriting Agreement), of a political, military, financial, economic or other nature (whether or not ejusdem generic with any of the foregoing), 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; or

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (d) the imposition of any moratorium, suspension or material restriction on trading of the Shares on the Stock Exchange due to exceptional financial circumstances or otherwise; or

• (e) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than 10 consecutive business days, excluding any suspension in connection with the clearance of the announcement made by the Company concerning the Open Offer or the Prospectus Documents or other announcements or circulars in connection with the Open Offer; or

– 5 –

TERMINATION OF THE UNDERWRITING AGREEMENT

• (2) 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, and a change in currency conditions for the purpose of this clause 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 makes it inexpedient or inadvisable to proceed with the Open Offer; or

• (3) this prospectus in connection with the Open Offer when published contain information (either as to the condition of the Group or as to its compliance with any laws or the Listing Rules 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 is material to the Group as a whole and is likely to affect materially and adversely the success of the Open Offer or might cause a prudent investor not to apply for its assured entitlements of Offer Shares under the Open Offer.

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

• (1) any material breach of any of the warranties or undertakings contained in 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 if it had occurred or arisen before the date of the Underwriting Agreement would have rendered any of the representations, warranties and undertakings contained in the Underwriting Agreement untrue or incorrect in any material respect comes to the knowledge of the Underwriter.

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

– 6 –

LETTER FROM THE BOARD

==> picture [58 x 46] intentionally omitted <==

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

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors: Registered office: Mr. YIP Wai Lun, Alvin Clarendon House (Chairman and Managing Director) 2 Church Street Mr. CHENG Kin Chor Hamilton HM 11 Mr. LEUNG Kelvin Ming Yuen Bermuda

Independent non-executive Directors: Mr. WONG Siu Ki Mr. CHAN Ngai Sang Kenny Mr. LI Kwok Fat

Head office and principal place of business in Hong Kong: 9/F, Fung House 19-20 Connaught Road Central Hong Kong

23 February 2016

To the Qualifying Shareholders

Dear Sir or Madam,

OPEN OFFER AT HK$0.13 PER OFFER SHARE ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES IN ISSUE HELD ON THE RECORD DATE

INTRODUCTION

Reference is made to the announcement of the Company dated 20 January 2016 in which the Company announced the Open Offer, whereby the Company proposed to raise not less than approximately HK$80.7 million before expenses by issuing not less than 620,893,160 Offer Shares and not more than approximately HK$83.8 million before expenses by issuing not more than 644,770,906 Offer Shares at the Subscription Price of HK$0.13 per Offer Share on the basis of one Offer Share for every two Shares in issue held on the Record Date.

• For identification purposes only

– 7 –

LETTER FROM THE BOARD

On the Record Date, the Company had 1,241,786,321 Shares in issue. The Company proposes to raise approximately HK$80.7 million before expenses by issuing 620,893,160 Offer Shares at the Subscription Price of HK$0.13 per Offer Share on the basis of one Offer Share for every two Shares in issue held on the Record Date.

The purpose of this prospectus is to provide you with, among other matters, further details of the Open Offer.

THE OPEN OFFER

Issue statistics

Basis of the Open Offer : One Offer Share for every two Shares in issue held on the Record Date and payable in full on acceptance Subscription Price : HK$0.13 per Offer Share Number of Shares in issue as at : 1,241,786,321 Shares the Latest Practicable Date and the Record Date Number of Offer Shares : 620,893,160 Offer Shares The aggregate nominal value of the total Offer Shares will be HK$6,208,931.60. Number of Shares in issue upon : 1,862,679,481 Shares completion of the Open Offer Amount raised before expenses : Approximately HK$80.7 million

As at the Latest Practicable Date, the Company has no derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.

Based on 1,241,786,321 Shares in issue as at the Latest Practicable Date, upon completion of the Open Offer, 620,893,160 Offer Shares will be issued.

The aggregate number of 620,893,160 Offer Shares proposed to be allotted and issued pursuant to the Open Offer represents (i) 50% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 33.33% of the enlarged issued share capital of the Company as enlarged by the allotment and issue of 620,893,160 Offer Shares immediately after completion of the Open Offer.

– 8 –

LETTER FROM THE BOARD

Qualifying Shareholders

The Record Date is Monday, 22 February 2016. Only Qualifying Shareholders will be entitled to participate in the Open Offer.

As at the Latest Practicable Date, the Board has not received any information from any Shareholders of their intention to take up the Offer Shares under the Open Offer.

Overseas Shareholders

The Prospectus Documents have not been registered under the applicable securities legislation of any jurisdiction other than Hong Kong. If there are Overseas Shareholders at the close of business on the Record Date, the Overseas Shareholders may not be eligible to take part in the Open Offer as explained below.

The Board has complied with Rule 13.36(2)(a) of the Listing Rules (including notes 1 and 2 thereto) and has made enquiries with its legal advisers regarding the feasibility of extending the Open Offer to the Overseas Shareholders. Based on the register of members of the Company as at the Record Date, there was one Overseas Shareholder with its registered address located in the PRC.

The Company has been advised by its legal adviser on the laws of the PRC that either (i) there is no legal restriction under the applicable legislation of the PRC or requirement of any relevant regulatory body or stock exchange with respect to the Open Offer to the Overseas Shareholder in the PRC; or (ii) the Company would be exempt from obtaining approval from, and/or registration of the Prospectus Documents with, the relevant regulatory authorities under the applicable laws and regulations of the PRC since the Company would meet the relevant requirements for exemption under the PRC. Based on the advice of the Company’s legal adviser on the laws of the PRC, the Directors believe that the Prospectus Documents would not be required to be registered or lodged with the relevant regulatory bodies under the relevant laws and regulations of the PRC and may be despatched to the Overseas Shareholder with registered address in the PRC without any restrictions. In view of this, the Directors have decided to extend the Open Offer to the Overseas Shareholder with registered address in the PRC and such Overseas Shareholder, together with the Shareholders with registered addresses in Hong Kong, are Qualifying Shareholders for the purpose of the Open Offer. The Company will send the Prospectus Documents to such Qualifying Shareholder.

Accordingly, there is no Excluded Shareholder for the purpose of the Open Offer. It is the responsibility of the Shareholders, including the Overseas Shareholder, to observe the local legal and regulatory requirements applicable to him/her/it for taking up and onward sale (if applicable) of the Offer Shares.

– 9 –

LETTER FROM THE BOARD

Subscription Price

The Subscription Price is HK$0.13 per Offer Share, payable in full when a Qualifying Shareholder accepts his/her/its allotment under the Open Offer.

The Subscription Price represents:

• (1) a discount of approximately 63.4% to the closing price of HK$0.355 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (2) a discount of 67.5% to the closing price of HK$0.40 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (3) a discount of approximately 66.9% to the average closing price of HK$0.393 per Share quoted on the Stock Exchange for the five trading days before the Last Trading Day; and

• (4) a premium of approximately 1.6% to the Group’s unaudited consolidated net asset value per Share of approximately HK$0.128 (as calculated on the basis of the net assets of the Group of approximately HK$39,179,000 as disclosed in the interim report of the Company for the six months ended 30 June 2015 divided by the number of Shares in issue as at 30 June 2015, being 306,486,321 Shares).

The Subscription Price also represents a discount of approximately 58.1% to the theoretical ex-entitlement price of HK$0.31 per Share based on the closing price of HK$0.40 per Share as quoted on the Stock Exchange on the Last Trading Day.

In determining the current subscription ratio for the Open Offer and the Subscription Price, the Company has considered the following factors:

• (i) a discount to the closing price of the Share is necessary in order to encourage the Shareholders to participate in the Open Offer;

• (ii) the funding need of approximately HK$80.7 million;

– 10 –

LETTER FROM THE BOARD

• (iii) recent open offers conducted by other Hong Kong listed issuers;

• (iv) the Subscription Price has to be set at a discount level to the closing price of the Shares acceptable to the Underwriter;

• (v) the Subscription Price cannot be set below the par value per Share; and

• (vi) the dilution effect to the Shareholders in the event that they do not take up their respective assured entitlements under the Open Offer in full.

The Subscription Price of HK$0.13 per Offer Share was arrived at after arm’s length negotiation between the Company and the Underwriter with reference to the market price of the Shares and the prevailing market conditions. The Board has made reference to the open offers announced by other companies listed on the Stock Exchange in one calendar month prior to and up to the Last Trading Day, and identified an exhaustive list of 4 open offers (the ‘‘Comparable(s)’’). The subscription prices of all of the Comparables are set at discounts to market price of the relevant shares, ranging from a discount of approximately 46.7% to approximately 80.3%, with an average discount of approximately 62.1%. The discount of the Subscription Price of 67.5% to the closing price of the Shares on the Last Trading Day is slightly higher than the average discount of the Comparables but such discount is within the range of discounts of the Comparables.

Given that (i) there is a need to increase the attractiveness of the Offer Shares to the Qualifying Shareholders and the Underwriter; and (ii) the proposed discount of the Subscription Price to the prevailing market price is within the range of discounts of the Comparables, the Company is of the view that the Subscription Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors consider that each Qualifying Shareholder will be entitled to subscribe for the Offer Shares at the same Subscription Price in proportion to his/her/its shareholding held on the Record Date and the terms of the Open Offer, including the Subscription Price which has been set at a discount to the recent closing prices of the Shares with an objective of encouraging existing Shareholders to take up their entitlements so as to share in the potential growth of the Company, are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

On the basis that the Company will receive net proceeds, after deducting relevant expenses, of approximately HK$77.4 million, the net issue price of each Offer Share is approximately HK$0.12.

– 11 –

LETTER FROM THE BOARD

Status of the Offer Shares

Each of the Offer Shares, when allotted, issued and fully paid, will rank equally in all respects with the Shares in issue on the date of their respective allotment and issue. Holders of the Offer Shares will be entitled to receive all future dividends and distributions which are declared after the date of their allotment and issue.

Fractions of the Offer Shares

Entitlement to the Open Offer will be rounded down to the nearest whole number. No fractional entitlements to the Offer Shares will be issued to the Qualifying Shareholders. All such fractional entitlements will be aggregated and taken up by the Underwriter in accordance with the terms and conditions of the Underwriting Agreement.

Certificates of the Offer Shares

Subject to the fulfilment of the conditions of the Open Offer, share certificates for the Offer Shares are expected to be posted on or before Thursday, 17 March 2016 to those entitled thereto by ordinary post at their own risk.

One share certificate will be issued in respect of all the fully-paid Offer Shares allotted and issued to those entitled pursuant to the Open Offer.

Application for listing

The Company has applied to the Stock Exchange for the listing of, and permission to deal in, the Offer Shares.

None of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is proposed to be sought.

Subject to the grant of the approval for the listing of, and permission to deal in, the Offer Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Offer 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 Offer Shares 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.

All necessary arrangements will be made to enable the Offer Shares in their fully-paid form to be admitted into CCASS.

– 12 –

LETTER FROM THE BOARD

No application for excess Offer Shares

Considering that the Open Offer will give the Qualifying Shareholders an equal and fair opportunity to maintain their respective pro rata shareholding interests in the Company, if application for excess Offer Shares is arranged, the Company will be required to put in additional effort and costs (estimated to be approximately HK$100,000) to administer the excess application procedures. As it is the intention of the Company to minimise all costs that may be incurred during fund raising so as to maximise the fund raised for the Company to utilise, and given the Open Offer provides an equal and fair opportunity to all the Qualifying Shareholders to participate in the Group’s future development by their assured entitlements under the Open Offer rather than a chance for some of the Qualifying Shareholders to increase their shareholdings in the Company, the Directors consider the absence of excess applications to Qualifying Shareholders is fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, no excess Offer Shares will be offered to the Qualifying Shareholders and any Offer Shares not taken up by the Qualifying Shareholders will be underwritten by the Underwriter.

Any Offer Shares not taken up by the Qualifying Shareholders will be taken up by the Underwriter pursuant to the terms and conditions of the Underwriting Agreement.

Qualifying Shareholders who do not take up the Offer Shares to which they are entitled should note that their shareholdings in the Company will be diluted.

Arrangement on odd lots trading

In order to alleviate the difficulties arising from the existence of odd lots of Shares arising from the Open Offer, the Company has appointed Gransing Securities Co., Limited to provide matching services for the sale and purchase of odd lots of Shares on a best effort basis during the period between Friday, 18 March 2016 to Friday, 8 April 2016 (both dates inclusive). Shareholders who wish to take advantage of this facility should contact Mr. Go Mau Ngai of Gransing Securities Co., Limited at Room 805-806, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong at telephone number (852) 2544 0397 during office hours of such period. Shareholders should note that successful matching of the sale and purchase of odd lots of the Shares is not guaranteed. Shareholders who are in doubt about this facility are recommended to consult their professional adviser.

Procedure for acceptance and payment for the Offer Shares

For each Qualifying Shareholder, an Application Form is enclosed with this prospectus which entitles the Qualifying Shareholder(s) to whom it is addressed to subscribe for the number of Offer Shares shown thereon. If the Qualifying Shareholder(s) wish(es) to exercise his/her/their rights to subscribe for all the Offer Shares allocated to him/her/them on an assured basis, he/she/they must lodge the Application Form(s) in accordance with the instructions printed thereon, together with the remittance for the full amount payable on acceptance, with the Company’s branch share registrar and transfer office in Hong Kong at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:00 p.m. on Tuesday, 8 March 2016 or such later time and/or date as may be agreed between the Company and the Underwriter.

– 13 –

LETTER FROM THE BOARD

All remittance(s) must be made in Hong Kong dollars and cheques must be drawn on an account with or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to ‘‘AMCO United Holding Limited – Open Offer Account’’ and must be crossed ‘‘ ’’ Account Payee Only .

It should be noted that unless the duly completed and signed Application Form, together with the appropriate remittance, have been lodged with the Company’s branch share registrar and transfer office in Hong Kong by not later than 4:00 p.m. on Tuesday, 8 March 2016, that assured entitlements and all rights thereunder will be deemed to have been declined and will be cancelled.

The Application Form contains full information regarding the procedures to be followed if you wish to apply for a number of Offer Shares different from your assured entitlements. The Application Form is for use only by the person(s) named therein and is not transferable.

All cheques or banker’s cashier orders will be presented for payment upon receipt and all interests earned on such monies (if any) will be retained for the benefit of the Company. Any application in respect of which the cheque or banker’s cashier order is dishonoured on first presentation is liable to be rejected, and in that event the assured entitlements and all rights thereunder will be deemed to have been declined and will be cancelled. No receipt will be issued in respect of any Application Form and of any application monies received.

If the conditions of the Open Offer are not fulfilled and/or the Underwriting Agreement is terminated in accordance with its terms by the Latest Time for Termination, the application monies will be refunded, without interest, by sending a cheque made out to the applicant (or in the case of joint applicants, to the first named applicant) and crossed ‘‘Account Payee Only’’, to be despatched by ordinary post to their registered addresses and, in the case of joint applicants, to the registered address of the applicant whose name first appears on the register of members of the Company at the risk of such applicants on Thursday, 17 March 2016.

Taxation

Qualifying Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of holding or dealing in the Offer Shares. It is emphasised that none of the Company, the Directors or any other parties involved in the Open Offer accept responsibility for any tax effects or liability of holders of the Offer Shares resulting from the accepting, holding or disposal of, or dealing in the Offer Shares.

– 14 –

LETTER FROM THE BOARD

UNDERWRITING AGREEMENT

Date : 20 January 2016 Parties : (1) the Company; and

• (2) Ample Orient Capital Limited (as the Underwriter).

The Underwriter is a company incorporated in Hong Kong with limited liability, and a licensed corporation to carry on business in Type 1 (dealing in securities) regulated activity under the SFO. As at the Latest Practicable Date, the Underwriter did not hold any Shares. Each of the Underwriter and its ultimate beneficial owners is, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, an Independent Third Party.

Number of : Underwritten Shares Commission and : expenses

620,893,160 Offer Shares

The Company shall pay:

• (a) to the Underwriter a commission of 2.5% of the aggregate Subscription Price in respect of 644,770,906 Shares agreed to be underwritten by it;

• (b) to the Underwriter reasonable legal fees and other reasonable out-of-pocket expenses of the Underwriter in respect of the Open Offer subject to a cap of HK$10,000.

The commission payable to the Underwriter was determined after arm’s length negotiations between the Company and the Underwriter. The Directors consider that such amount is on normal commercial terms and is comparable with market rate.

– 15 –

LETTER FROM THE BOARD

Under the Underwriting Agreement, if the conditions of the Open Offer are fulfilled on or before the Latest Time for Acceptance (or such later time and/or date as the Company and the Underwriter may determine in writing) and the Underwriting Agreement becomes unconditional and is not terminated in accordance with the terms thereof, and in the event that by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (‘‘Untaken Shares’’), the Company shall as soon as practicable thereafter and in any event before 6:00 p.m. on the first Business Day after the Latest Time for Acceptance, notify or procure the branch share registrar and transfer office of the Company in Hong Kong on behalf of the Company to notify the Underwriter in writing of the number of Underwritten Shares not taken up. Pursuant to the Underwriting Agreement, when the Underwriter is being called upon to subscribe for or procure subscription for the Untaken Shares:

• (1) the Underwriter shall not subscribe, for its own account, for such number of Untaken Shares which will result in the shareholding of it and parties acting in concert with it in the Company to be 10% or more of the then issued share capital of the Company;

• (2) the Underwriter shall ensure that none of the subscribers of the Untaken Shares will become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of such subscription and such subscriber, together with parties acting in concert with it, shall not be holding 10% or more of the issued share capital of the Company upon the allotment and issue of the Offer Shares;

• (3) the Underwriter shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares (including any direct and indirect sub-underwriters), shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective close associates; and

• (4) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Open Offer 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.

Termination of the Underwriting Agreement

The Underwriting Agreement contains provisions granting the Underwriter, by notice in writing, the right to terminate the Underwriter’s obligations thereunder on the occurrence of certain events. For details, please refer to the section headed ‘‘Termination of the Underwriting Agreement’’ in this prospectus.

– 16 –

LETTER FROM THE BOARD

Conditions of the Open Offer

The Open Offer is conditional upon the following conditions being fulfilled:

• (1) the Stock Exchange granting or agreeing to grant the listing of and permission to deal in all the Offer Shares and not having withdrawn or revoked such listing and permission on or before the Latest Time for Termination;

• (2) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the Listing Rules and the C(WUMP)O not later than the Prospectus Posting Date;

• (3) the filing and registration of all documents relating to the Open Offer, which are required to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the C(WUMP)O by no later than the Prospectus Posting Date;

• (4) the posting of the Prospectus Documents to Qualifying Shareholders by 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 conditions precedent as set out above are capable of being waived by any party to the Underwriting Agreement.

If the conditions precedent as set out above are not satisfied by the respective date set out above (or such later time and/or date as the Underwriter may agree with the Company in writing), the Underwriting Agreement shall terminate and (save for any rights or obligations which may accrue under the Underwriting Agreement prior to such termination) no party will have any claim against any other party for costs, damages, compensation or otherwise.

As at the Latest Practicable Date, none of the conditions precedent has been satisfied.

– 17 –

LETTER FROM THE BOARD

CHANGES IN SHAREHOLDING STRUCTURE

For illustrative purposes, if the Open Offer is to proceed, set out below is the shareholding structure of the Company (assuming there is no change in the issued share capital (other than as a result of the Offer Shares) from the Latest Practicable Date to the day on which the Offer Shares are allotted and issued):

Shareholders Mr. Yip Wai Lun, Alvin and his associates (Note 1) Public Shareholders: Underwriter or subscribers procured by it or its sub-underwriters (Notes 2 & 3) Other public Shareholders Total:	(1) As at the Latest Practicable Date 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	(2) Immediately upon completion of the Open Offer (assuming all Shareholders have taken up the Offer Shares) No. of Shares Approximate % 52,538,019 2.82 13,470,000 0.72 1,796,671,462 96.46 1,862,679,481 100.00	(3) Immediately upon completion of the Open Offer (assuming no Shareholder has taken up the Offer Shares) No. of Shares Approximate % 35,025,346 1.88 629,873,160 33.82 1,197,780,975 64.30 1,862,679,481 100.00	(3) Immediately upon completion of the Open Offer (assuming no Shareholder has taken up the Offer Shares) No. of Shares Approximate % 35,025,346 1.88 629,873,160 33.82 1,197,780,975 64.30 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 Shares (‘‘Performance Incentive Shares’’) (subject to adjustments) 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’’）, 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 Latest Practicable Date, none of the 2015 PIS had been allotted and issued.

2. Pursuant to the Underwriting Agreement, the Underwriter has undertaken to the Company that when the Underwriter is being called upon to subscribe for or procure subscription for the Untaken Shares: (1) the Underwriter shall not subscribe, for its own account, for such number of Untaken Shares which will result in the shareholding of it and parties acting in concert with it in the Company to be 10% or more of the then issued share capital of the Company; (2) the Underwriter shall ensure that none of the subscribers of the Untaken Shares will become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of such subscription and such subscriber, together with parties acting in concert with it, shall not be holding 10% or more of the issued share capital of the Company upon the allotment and issue of the Offer Shares; (3) the Underwriter shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares (including any direct and indirect sub-underwriter), shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective close associates; and (4) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Open Offer 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.

– 18 –

LETTER FROM THE BOARD

1. As at the Latest Practicable Date, the Underwriter has entered into a sub-underwriting letter with each of Astrum Capital Management Limited (‘‘Astrum’’) and Convoy Securities Limited (‘‘Convoy Securities’’), each of which agreed to take up 322,385,453 Offer Shares. The fellow subsidiary of Convoy Securities, Convoy Collateral Limited, held 8,980,000 Shares, as at the Latest Practicable Date. As advised by the Underwriter, each of Astrum and Convoy Securities will ensure that none of the subscribers of the Untaken Shares will become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of such subscription and such subscriber, together with parties acting in concert with it, shall not be holding 10% or more of the issued share capital of the Company upon the allotment and issue of the Offer Shares. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, save for (i) Mr. Chan Ngai Sang Kenny, an independent non-executive Director, is the independent non-executive director of Convoy Financial Holdings Limited (‘‘Convoy Financial’’), the ultimate holding company of Convoy Securities; and (ii) Mr. Leung Kelvin Ming Yuen, an executive Director, is the assistant portfolio manager of Convoy Asset Management Limited, a subsidiary of Convoy Financial, on a part-time basis, (1) each of Astrum and Convoy Securities is an Independent Third Party and (2) Astrum and Convoy Securities are not parties acting in concert.

Shareholders and public investors should note that the above shareholding changes are for illustration purposes only and the actual changes in the shareholding structure of the Company upon completion of the Open Offer are subject to various factors, including the results of acceptance of the Open Offer. Further announcements will be made by the Company in accordance with the Listing Rules following the completion of the Open Offer upon which the Offer Shares are allotted and issued.

REASONS FOR THE OPEN OFFER

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; (iv) provision of human resources management services; (v) provision of construction services in building construction, building maintenance and improvement works, project management, renovation and decoration works; and (vi) money lending business.

As at the Latest Practicable Date, save for HK$45.0 million of the net proceeds from the SM Placing (as defined below) allocated for funding the remaining consideration of the acquisition of Ultimate Elite Investments Limited, the unutilised net proceeds from the SM Placing as set out in the section headed “Fund raising activities of the Company within 12 months to the Latest Practicable Date” below was approximately HK$84.4 million (“Unutilised Proceeds”). Taking into account (i) the Group is striving to penetrate into new markets, including construction market and financial related services market in Hong Kong, to strengthen its income stream, (ii) the view of the Company in the future prospect and demands in the building construction industry, (iii) the established operating history, registrations and qualifications of ACE Engineering (as defined below) in the building construction industry, (iv) the intention of the Company to expand and develop the business of ACE Engineering after the completion of its acquisition of ACE Engineering on 5 January 2016 (the “ACEE Acquisition”) by making tenders for construction projects in larger scale, and (v) the fact that the Company had no intention to change the intended usages of the net proceeds of the SM Placing as at the Latest Practicable Date, the Unutilised Proceeds had been retained for the business development of ACE Engineering as intended as at the Latest Practicable Date.

– 19 –

LETTER FROM THE BOARD

The Directors consider that it is prudent to finance the Group’s long term growth by way of equity fund raising which will not only strengthen the Group’s capital base but also enhance its financial position without increasing finance costs. The Board has not considered debt financing at this stage as the expected finance costs for such large sum of fund are high and additional borrowings will worsen the gearing position of the Group. 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 and provide an opportunity for Shareholders to participate in the growth of the Group. In comparison, although rights issue can provide a way out to those Shareholders who do not wish to take up the entitlements by selling nil-paid rights, rights issue will involve extra administrative work and cost (estimated to be approximately HK$30,000) for the trading arrangements in relation to the nil-paid rights. In view of the above, the Board considers that raising funds by way of the Open Offer is more cost effective and efficient and beneficial to the Company and the Shareholders as a whole than rights issue. Accordingly, the Board considers that the terms of the Underwriting Agreement are fair and reasonable and that the entering of the Underwriting Agreement and the Open Offer are in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS FROM THE OPEN OFFER

The Company will raise approximately HK$80.7 million before expenses from the Open Offer. The net proceeds from the Open Offer, after deducting relevant expenses, are estimated to be approximately HK$77.4 million.

The Board intends to apply the net proceeds from the Open Offer to develop and operate the Group’s money lending business.

As stated in Monthly Statistical Bulletin (February 2016 – Issue No. 258) published by Hong Kong Monetary Authority, the total loans and advances of all authorised institutions amounted to approximately HK$6,456.8 billion as at the end of 2013 and approximately HK$7,276.3 billion as at the end of 2014, representing an increase of approximately 12.7%, and it further increased by approximately 3.5% to approximately HK$7,534.5 billion as at the end of 2015. The Directors are optimistic about the future prospect in the money lending market in Hong Kong.

As disclosed in the interim report of the Company for the six months ended 30 June 2015, Ever Great Finance Limited, a wholly-owned subsidiary of the Company, has successfully obtained a money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) on 25 August 2016. As disclosed in the announcement of the Company dated 7 January 2016, the Group has granted a loan of HK$20.0 million to an Independent Third Party and such advance of loan marked the commencement of the Group’s money lending business.

– 20 –

LETTER FROM THE BOARD

Please refer to the section headed ‘‘4. Financial and trading prospects of the Group – Money Lending Business’’ in Appendix I to this prospectus for further details on the money lending business of the Group.

Having considered that (i) the future prospects of the money lending market in Hong Kong as discussed above; (ii) the plan and structure of the Group’s money lending business as disclosed in the section headed ‘‘4. Financial and trading prospects of the Group – Money Lending Business’’ in Appendix I to this prospectus; (iii) the intention to encourage all Qualifying Shareholders to maintain their respective pro rata shareholdings in the Company and continue to participate in the Company’s development through the Open Offer; (iv) a deeper discount to the Subscription Price offered to the Qualifying Shareholders would encourage them to participate the Open Offer and to participate in the potential growth of the Company; (v) all the Qualifying Shareholders are offered opportunities to decide whether to accept the Open Offer; and (vi) the inherent dilutive nature of Open Offer in general, the Directors are of the view that the potential dilution effect, which may only happen to the Qualifying Shareholders who do not take up the Open Offer, is acceptable and the terms of the Open Offer are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The estimated expenses in relation to the Open Offer, including underwriting commission, financial, legal and other professional expenses, of approximately HK$3.3 million, will be borne by the Company.

FUND RAISING ACTIVITIES OF THE COMPANY WITHIN 12 MONTHS TO THE LATEST PRACTICABLE DATE

Apart from the fund raising activities mentioned below, the Company has not carried out other fund raising activities during the 12 months immediately preceding the Latest Practicable Date:

					Actual use of the net
		Net proceeds raised			proceeds as at the Latest
Date of announcement	Fund raising activity	(approximately)	Intended use of the net proceeds		Practicable Date
14 July 2015,	Placing of 61,200,000 new	HK$19.2 million	(i)	as to approximately HK$9.2	The net proceeds had been
24 July 2015 and	Shares under general mandate			million for general working	utilised as intended.
17 December 2015	at the placing price of			capital of the Group; and
	HK$0.328 per placing share
			(ii)	as to approximately HK$10.0
				million for money lending
				business.

– 21 –

LETTER FROM THE BOARD

					Actual use of the net	Actual use of the net
		Net proceeds raised			proceeds as at the Latest
Date of announcement	Fund raising activity	(approximately)	Intended use of the net proceeds		Practicable Date
14 July 2015,	Placing of 874,100,000 new	HK$194.5 million	(i)	as to approximately HK$84.5	(i)	as to approximately
31 August 2015 and	Shares under specific			million for the business		HK$1.2 million had been
30 November 2015	mandate at the placing price			development of ACE		utilised as intended for
	of HK$0.230 per placing			Engineering Limited (‘‘ACE		the general working
	share (‘‘SM Placing’’)			Engineering’’), a wholly-		capital of ACE
				owned subsidiary of the		Engineering;
				Company principally
				engaged in building	(ii)	as to HK$58.9 million
				construction, building		had been utilised as
				maintenance and		intended for funding the
				improvement works, project		remaining consideration of
				management, renovation and		the acquisition of Bonus
				decoration works in Hong		First Group Limited, the
				Kong; and		principal asset of which is
						a commercial unit in
			(ii)	as to approximately		Hong Kong, details of
				HK$110.0 million for		which are disclosed in the
				purchasing office premises in		announcements of the
				Hong Kong.		Company dated 6 October
						2015 and 29 December
						2015; and
					(iii)	as to HK$5.0 million had
						been utilised for funding
						the deposit of the
						acquisition of 40% of the
						issued share capital of
						Ultimate Elite Investments
						Limited, the principal
						assets of which upon
						completion will be a
						commercial property in
						Hong Kong, details of
						which are disclosed in the
						announcement of the
						Company dated 15
						January 2016 and
						HK$45.0 million would
						be utilised for funding the
						remaining consideration of
						such acquisition.

The remaining net proceeds of approximately HK$84.4 million allocated for the business development of ACE Engineering had not been utilised and remained in the bank.

IMPLICATIONS UNDER THE LISTING RULES

As the Open Offer will not increase the issued share capital or the market capitalisation of the Company by more than 50% within the twelve-month period immediately preceding the date on which the Open Offer was announced and the Open Offer is fully underwritten by the Underwriter who is not a Director, chief executive or substantial shareholder of the Company (or a close associate of any of them), pursuant to Rules 7.24(5) and 7.26A of the Listing Rules, the Open Offer is not subject to Shareholders’ approval under the Listing Rules.

– 22 –

LETTER FROM THE BOARD

ADJUSTMENTS RELATING TO THE PERFORMANCE INCENTIVE SHARES UPON COMPLETION OF THE OPEN OFFER

Pursuant to the Performance Incentive Agreement, adjustments to the number of the Performance Incentive Shares and the issue price at which the Performance Incentive Shares shall be allotted and issued may be made upon the Open Offer becoming unconditional. Assuming that completion of the Open Offer has taken place, the total number of the Performance Incentive Shares is expected to be adjusted from 109,837,630 Shares to 141,364,473 Shares (subject to adjustments) and the issue price at which the Performance Incentive Shares shall be allotted and issued is expected to be adjusted to HK$1.627 per Share (subject to adjustments), and such adjustment to the total number and the issue price of the Performance Incentive Shares shall be subject to confirmation and review by the auditor or independent financial adviser of the Company. The Company will make further announcement(s) about the adjustment(s) in due course if and when appropriate.

WARNING OF THE RISKS OF DEALING IN SHARES

The Open Offer is conditional, among other things, upon the obligations of the Underwriter under the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in Shares. Any Shareholders or other persons contemplating dealing in the Shares are recommended to consult their own professional advisers.

Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is expected to be at 4:00 p.m. on Thursday, 10 March 2016), will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares, who is in any doubt about their position, is recommended to consult their own professional advisers.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendices to this prospectus.

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

– 23 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE-YEAR FINANCIAL INFORMATION OF THE COMPANY

Details of the financial information of the Group for each of the year ended 31 December 2012, 31 December 2013 and 31 December 2014 have been set out in the annual reports of the Company for each of the year ended 31 December 2012 (pages 55 to 191), 31 December 2013 (pages 52 to 163) and 31 December 2014 (pages 56 to 159) respectively. Unqualified audit opinion was issued for the audited consolidated financial statements of the Group for each of the year ended 31 December 2012, 31 December 2013 and 31 December 2014. Details of the financial information of the Group for the six months ended 30 June 2015 is set out in the unaudited condensed consolidated financial statements in the interim report of the Company for the six months ended 30 June 2015 (pages 29 to 60). All the annual reports and the interim report of the Company have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.amco-united.com).

The annual report for the year ended 31 December 2012 of the Company was published on 29 April 2013 on the Stock Exchange’s website which can be accessed by the link below:

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0429/LTN20130429642.pdf

The annual report for the year ended 31 December 2013 of the Company was published on 29 April 2014 on the Stock Exchange’s website which can be accessed by the link below:

http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0429/LTN201404291206.pdf

The annual report for the year ended 31 December 2014 of the Company was published on 29 April 2015 on the Stock Exchange’s website which can be accessed by the link below:

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0429/LTN20150429401.pdf

The interim report for the six months ended 30 June 2015 of the Company was published on 17 September 2015 on the Stock Exchange’s website which can be accessed by the link below:

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0917/LTN20150917643.pdf

2. INDEBTEDNESS OF THE GROUP

Apart from intra-group liabilities and normal trade payables, the Group did not have any other borrowings, mortgages, charges, debentures, loan capital, bank loans and overdrafts, debt securities or other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptances (other than normal trade bills) or acceptance credits, or any guarantees or other contingent liabilities outstanding at the close of business on 31 December 2015, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this prospectus.

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. WORKING CAPITAL STATEMENT OF THE GROUP

The Directors are of the opinion that taking into account the cash flows generated from the operating activities, the financial resources available to the Group including internally generated funds, the available credit facilities and the effect of the Open Offer, the working capital available to the Group is sufficient for the Group’s requirements for at least 12 months from the date of this prospectus.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

2015 was a year of achieving various milestones for the strategic transformation of the Group including sustained cost saving, effective product mix fine-tuning and diversified business development. The implementation of cost saving program since 2013 has successfully maintained the production cost at relatively low level and contributed to overcome short-term headwinds for sustainable growth in the past two years. As set out in 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. As a result of the completion of the ACEE Acquisition, the Group is principally engaged in (i) manufacture and sale of medical devices products (‘‘Medical Devices Business’’); (ii) manufacture and sale of plastic moulding products (‘‘Plastic Moulding Business’’）; (iii) provision of public relations services (‘‘PR Business’’); (iv) provision of human resources management services (‘‘HR Business’’); (v) provision of construction services in building construction, building maintenance and improvement works, project management, renovation and decoration works (‘‘Building Contract Works Business’’); and (vi) money lending business (‘‘Money Lending Business’’).

Medical Devices Business

As disclosed in the Company’s interim report of 2015, both revenue and profitability of Medical Devices Business have gradually recovered from the rising labour cost and shortterm production inefficiency triggered by the product recall in previous years. As further disclosed in the announcement of profit warning dated 4 January 2016, this growth momentum continued throughout the second half of 2015, and contributed to the improvement in overall gross profit margin of the Group benefited from effective product mix fine-tuning and the implementation of cost saving program.

I – 2

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Plastics Moulding Business

As set out in the announcement of the Company dated 14 July 2015, in the first half year of 2015, the Group has ceased the production of majority of the products of the Plastic Moulding Business, which have contributed a relatively low gross profit margin. However, the Group has been accepting production orders of mould fabrication and some products, which have a relatively higher gross profit margin. Comparing to other business segments of the Group, the Plastics Moulding Business has considered to be an underperformer with less momentum to grow, and hence it is expected that the Group’s resources will be progressively shifted to other business segments which are more profitable over time. The Group will closely monitor its on-going performance and will continue the operation of Plastics Moulding Business as long as it still contributes to share appropriate portion of the administration and operation cost of the Group.

PR Business and HR Business

The Group has commenced PR Business and HR Business during 2015. The public relations team has been providing public relations services to corporates to assist in building up and maintaining their corporate image and marketing the corporations to the public and media through a series of corporate functions. For HR Business, 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. In addition of the existing executive search service, the Group is planning to expand the staff outsourcing service, such as payroll and staff secondment services.

Building Contract Works Business

Upon the completion of the ACEE Acquisition on 5 January 2016, the Group has stepped into the industry of building maintenance and improvement works in Hong Kong.

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 years. Apart from residential buildings, revitalisation measures for industrial buildings also provide additional market demand for building renovations. The Company anticipates a growing track in this new business division and will deploy its efforts and resources to facilitate its expansion.

I – 3

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Money Lending Business

Objectives and business model

The Money Lending Business offers different types of loan products to various type of individual and corporate customers in Hong Kong in order to meet their short-term financing needs. The Group is dedicated to serving local customers, primarily focusing on corporate customers, in an expedient manner to ensure their uninterrupted liquidity throughout their operating cycles. The Group offers financing solutions with flexible terms generally ranging from two months to one year through a quick and comprehensive loan assessment and approval process based on risk assessment and return requirements.

Growth factors

With the United States of America interest rate hike at the end of 2015, market participants believe that interest rates in Hong Kong will inevitably rise for Hong Kong dollar pegged to the United States of America dollar. The expected higher interest rates in the coming years would raise borrowing costs and affect liquidity of local enterprises and corporations. While some financing service providers may have lengthy and complicated approval process and may not accept low value collaterals for short-term financing, the Group believes the services and loan products provided by its Money Lending Business will meet their short-term financial needs such as day-to-day operations of their business or working capital requirements.

Intended customers

The Group offers various loan products with flexible terms that are tailored to the needs of different customer groups, mainly individual and corporate customers including corporations, small and medium enterprises (“SME”), microenterprise and individual customers in Hong Kong and the PRC. To align risk and pursuit of the Shareholders’ value, the Group adopts a conservative approach to its Money Lending Business and focuses on loans grants to creditworthy enterprises on a referral basis, while not openly soliciting customers.

Loan Security

Depending on whether a guarantor, collateral or pledge is provided, the Group classifies its loan products into the following four categories:

• unsecured loans: loan that is issued and supported only by the borrower’s creditworthiness, rather than by a type of collateral;

• guaranteed loans: loans guaranteed by a third party in the event that the borrower defaults, but not secured by collateral or pledge;

• collateral loans: loans secured in whole or in part by collateral, primarily ownership rights in buildings or equipment to secure repayment of a loan; and

I – 4

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• pledged loans: loans secured in whole or in part by pledge, such as equity interest and bond. Prior to granting a pledged loan, depending on the type of pledge, the Group and the borrower register the Group’s security interest in the pledge with the relevant government authority.

The Group carefully assesses the risks involved in its unsecured loans during its credit evaluation process.

The customers of the Group’s unsecured loans, even though they are unable to provide guarantors and/or collateral, are typically individuals who have good credit histories and demonstrate solid repayment ability and legitimate purpose of financing.

Loan interest rate

In determining the interest rate that the Group charges on a loan, the Group will evaluate a number of risk factors that are involved in the loan including the credit, type and financial background of the borrower, the amount of the loan requested, the length of term of the loan, whether the loan is secured or unsecured, the value of collateral or pledge, and the quality of the guarantee.

The interest rate of a loan will be arrived at by the Group and the borrower after arm’s length negotiation, with reference to the common business practice, normal commercial terms, which are considered to be fair, reasonable and are in the interests of the Company and the Shareholders as a whole. The Group does not charge additional administration fees or handling charges besides interests.

Loan term

Substantially all, with limited exceptions, of the Group’s loans are with the terms between two months and one year. Any loan with principal not been repaid in full or with unpaid interests upon maturity will be considered as overdue. Subject to the Group’s discretion, the Group’s customers may apply for a one-time term extension of their respective loan before it becomes mature. However, no matured, or overdue loans will be considered for the term extension. Except for the extension of the loan term the Group grants from time to time, the Group does not offer rollover or recurrent loans to its customers.

When the Group’s customer applies for extension of the loan term, the Group’s credit review team will treat it as a new loan application and determine whether to accept the extension application considering various factors, including credit histories, reason for applying extension and ongoing principal repayment and interest payment ability of such customer. The Group usually only agrees to extend the loan term for customers who apply for extension due to the needs to manage their short-term liquidity as part of their business operations such as delayed settlement of receivables, temporary tie-up of funds in capital expenditure or delayed receipt of incoming additional funding such as bank loans.

I – 5

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Financing policy

The funding for operation of Money Lending Business was mainly raised from the capital markets. The Group will also consider other financing sources including internal resources.

Management structure

The Money Lending Business would have the following management structure to lay down policy framework, to implement its policies and to supervise the implementation of the policy:

• a. The management structure of Money Lending Business consists of two tiers, which are credit committee and credit review team/administration department.

• b. Credit committee which has members elected by the Board, is responsible for formulating business, management and credit review policies and procedures for the growth and development of the Money Lending Business.

• c. Credit review team/administration department is responsible to carry out policies and procedures formulated by the credit committee with the objectives of managing the day to day affairs of the Money Lending Business in such a way that the operation is viable and financially sustainable.

Mr. Leung Kelvin Ming Yuen, an executive Director, and Ms. Yam Wai Wah Jenny, the financial controller of the Group are also responsible for monitoring the Money Lending Business. Mr. Leung worked in Convoy Financial Services Limited in April 2008 and he was later transferred to Convoy Asset Management Limited since April 2009 until March 2010 and his last position was senior officer in portfolio management and strategy. Mr. Leung also served as a portfolio manager in AMTD Financial Planning Limited from August 2010 to March 2013. Mr. Leung worked as the head of research team in Round Table Family Service Limited from 2013 to 2014. Mr. Leung is currently a licensed person to carry out type 1 regulated activity (dealing in securities), type 4 regulated activity (advising on securities) and type 9 regulated activity (asset management) under the SFO. Ms. Yam holds a bachelor’s degree of Accounting and Financial Analysis from the University of Warwick in United Kingdom. She is a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. Ms. Yam has over 20 years of experience in accounting, auditing and financial management and previously worked in an auditing firm and several listed multinational corporations. The Directors believe that the financial and accounting experiences of Mr. Leung and Ms. Yam can provide the Company with sufficient expertise in operating the Money Lending Business.

I – 6

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Credit risk management

As the Money Lending Business is dedicated to provide short-term loans to individual and corporations, credit risk is the principal risk inherent to this business. Credit risk arises from a borrower’s inability or unwillingness to repay its financial obligations owed to the Group in a timely manner. The Group has adopted an assessment and approval process in order to effectively identify, manage and minimize the credit risk in connection with each loan it grants.

Operation procedure

The Money Lending Business process involves the acceptance of loan applications, conducting due diligence, assessments and approvals, the granting of loans, and post-loan grant reviews and collection. The detailed workflow are set out as follows:

==> picture [351 x 295] intentionally omitted <==

----- Start of picture text -----

Stage Processes
Applicant
Pre-approval Loan ap plication Initial assessment
enquiries
Approved
Credit committee
Credit review Due di ligence External review and
credit services
approval
Post approval Final check and Signing of Granting of loans
verification contracts
Post loan Regular review
Collection
drawdown and monitoring
Reject
----- End of picture text -----

I – 7

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Stage 1: Pre-approval

To apply for a loan, the customer is required to disclose in the loan application a list of information including the size, term and use of the loan, whether the loan will be guaranteed or secured, and capability of repayment and provide various types of documentation regarding the application. Upon receiving the loan application materials, the Group’s credit review team will consider whether to accept a customer’s application based on an initial assessment of the customer’s background and purpose of the request.

Stage 2: Credit review

If the customer has not been rejected in the initial assessment process, the Group will commence the credit review process which involves investigations, on-site visits, interviews, etc. The Group’s credit review team will prepare a due diligence report on the creditworthiness of the customer and analysis on such customer’s repayment capability and the proposed credit amount for the approval of credit committee. The Group will evaluate the ‘‘creditworthiness information’’ obtained during the due diligence process, to help assess the creditworthiness of its customers and verify the materials provided by them. Such ‘‘creditworthiness information’’ includes the customer’s or its controlling person’s reputation, expertise, experience and credit histories from the customers’ upstream and downstream counterparties and other third parties who have personal or business relationships with the customer.

Stage 3: Post approval

When the applicant is invited to the Group’s office for the signing of contracts, credit review team will verify that documentary evidence is original and/or acceptable and complete a loan application checklist to ensure that all mandatory documents have been obtained in accordance with the Group’s internal policies. Once all the legal documents are signed, the applicant will receive a cheque for the loan amount by the Company or its solicitors. The Group never draws loans in cash and it typically receive loan repayments from its customers through bank instructions such as autopay or receipt of cheques.

Stage 4: Post loan drawdown

Credit review team continues to monitor the borrower’s ability to repay the Group’s loans after the drawdown of the loans. The credit review team is responsible for reviewing the borrower’s actual use of funds (if any) after the drawdown of the loans, conducting follow-up on-site visits or telephone interviews with the Group’s customers, and submiting reports by reviewing and evaluating the customers’ financial condition, market development of the industries, and the source of repayment to ascertain whether the customers are expected to have any difficulty in making timely repayments.

I – 8

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Current money lending portfolio size

During the six months ended 30 June 2015, the Group lodged an application for obtaining a money lenders licence (“Licence“）to the Registrar of Money Lenders pursuant to the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong). On 25 August 2015, the Licence has been granted to Ever Great Finance Limited (‘‘Ever Great’’), a wholly-owned subsidiary of the Company, and such money lending business is expected to become a new growth driver for the Group’s revenue.

As disclosed in the announcement of the Company dated 7 January 2016, Ever Great has granted to an Independent Third Party a loan in the principal amount of HK$20.0 million, bearing interest at a rate of 8% per annum for a period of six months and such advance of loan marked the commencement of the Money Lending Business. The Group is not currently engaging in any negotiation or discussion of possible loan agreements.

Since the grant of the Licence and up to the Latest Practicable Date, Ever Great has conducted two transactions in relation to the Money Lending Business with an aggregate amount of HK$31.15 million. If one or more of the applicable percentage ratios as defined in the Listing Rules for the transaction contemplated under the Money Lending Business exceeds 5%, which constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and/or the borrower is a connected person of the Company, the Company will comply with the Listing Rules.

On 19 November 2015, a wholly-owned subsidiary of the Company entered into an agreement with an Independent Third Party to purchase the entire issued share capital of, and shareholder’s loan to, Zeed Asia Technology Limited (‘‘Zeed Asia’’) at the consideration of HK$3.2 million and completion of such acquisition took place on the same date immediately after signing of such agreement. Zeed Asia is principally engaged in provision of information technology services.

Details of the ACEE Acquisition, the BFG Acquisition (as defined below) and the Ultimate Elite Acquisition (as defined below) are set out in the section headed ‘‘6. Acquisitions and proposed acquisition after 31 December 2014 being the date on which the latest published audited consolidated accounts of the Group were made up’’ in this appendix.

As disclosed in the announcement of the Company dated 5 January 2016, the Company entered into a memorandum of understanding with Alpha Generator Limited and three Independent Third Parties in relation to the possible acquisition of not more than 30% of issued share capital of OPS Interior Design Consultant Limited, which is principally engaged in the provision of interior design and contracting services.

I – 9

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

5. MATERIAL ADVERSE CHANGE

As disclosed in the announcement of the Company dated 4 January 2016, the Company expected to continue to record a loss for the year ended 31 December 2015 but such loss may decrease significantly by approximately 50% as compared with the net loss for the corresponding year of 2014. Such loss and the expected decrease in the net loss for the year ended 31 December 2015 were primarily attributable to (i) the improvement in overall gross profit margin of the Group benefited from effective product mix fine-tuning and the implementation of cost saving program which has successfully maintained production cost at relatively low level for the year ended 31 December 2015; (ii) the initial cost of developing the new businesses of the Group in PR Business and HR Business of approximately HK$0.3 million and HK$1.0 million respectively for the year ended 31 December 2015; (iii) the decrease in administrative expenses primarily due to the decrease in staff cost and other general administrative costs by approximately HK$1.5 million; (iv) the decrease in finance expenses by approximately HK$0.8 million primarily due to the repayment of all bank loans during the year ended 31 December 2015; (v) the absence of the loss in fair value upon the conversion of convertible notes through profit or loss of approximately HK$4.0 million as recognised for the year ended 31 December 2014; and (vi) the absence of the impairment losses on (a) goodwill in the manufacture and sale of medical devices products of approximately HK$11.8 million and (b) property, plant and equipment of approximately HK$2.1 million as recognised for the year ended 31 December 2014.

As at the Latest Practicable Date, the Directors confirm that save as disclosed in the announcement of the Company dated 4 January 2016, there has been no material adverse change in the financial or trading position of the Group since 31 December 2014 (being the date to which the latest published audited financial statements of the Group were made up).

6. ACQUISITIONS AND PROPOSED ACQUISITION AFTER 31 DECEMBER 2014 BEING THE DATE ON WHICH THE LATEST PUBLISHED AUDITED CONSOLIDATED ACCOUNTS OF THE GROUP WERE MADE UP

As disclosed in the announcements of the Company dated 14 September 2015 and 5 January 2016, Best Reward Global Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company as the purchaser entered into the sale and purchase agreement dated 14 September 2015 with Mr. Lee King Yi and Madam Chung Wai Fong as the vendors in relation to the acquisition of 4,000,000 issued shares in, representing the entire issued share capital of, ACE Engineering, at a cash consideration of HK$20.5 million. ACE Engineering is a company incorporated in Hong Kong with limited liability and is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong. Completion of the ACEE Acquisition took place on 5 January 2016. Details of the financial information of ACE Engineering for each of the three years ended 31 March 2013, 2014 and 2015 and the three months ended 30 June 2015 have been set out in the Company’s circular dated 4 December 2015 (from pages II-1 to II-45), which has been posted on the website of the Company at http://www.amco-united.com/. Please visit the Company’s website for more details.

I – 10

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The aggregate of the remuneration payable to and benefits in kind receivable by the directors of ACE Engineering will not be varied in consequence of the ACEE Acquisition.

As disclosed in the announcements of the Company dated 6 October 2015 and 29 December 2015, the Company as the purchaser entered into the sale and purchase agreement dated 6 October 2015 with GET Holdings Limited (a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8100)) (‘‘GET’’) as the vendor in relation to the acquisition (‘‘BFG Acquisition‘‘）of 200 issued shares in the share capital of Bonus First Group Limited (‘‘BFG’’), representing its entire issued share capital at completion of such acquisition, at a cash consideration of HK$62.0 million. BFG is a company incorporated in the British Virgin Islands with limited liability. The principal business of BFG is investment holding and its principal asset is a commercial property located at Office 503 (also known as Unit 503), 5th Floor, Wing On House, No. 71 Des Voeux Road Central, Hong Kong. Completion of the BFG Acquisition took place on 29 December 2015. Details of the financial information of BFG for the period from 12 March 2015 to 30 September 2015 have been set out in the Company’s circular dated 4 December 2015 (from pages II-1 to II-23), which has been published on the website of the Company at http://www.amco-united.com/. Please visit the Company’s website for more details.

The aggregate of the remuneration payable to and benefits in kind receivable by the directors of BFG will not be varied in consequence of the BFG Acquisition.

As disclosed in the announcements of the Company dated 15 January 2016 and 22 January 2016, Praiseful Moment Limited (‘‘Praiseful Moment’’), a wholly-owned subsidiary of the Company, as the purchaser and Rosy Lane Investments Limited (‘‘Rosy Lane’’) as the vendor, entered into a sale and purchase agreement dated 15 January 2016, pursuant to which Praiseful Moment conditionally agreed to acquire, and Rosy Lane conditionally agreed to sell, 8 issued shares in the share capital of Ultimate Elite Investments Limited (‘‘Ultimate Elite’’), representing 40% of its issued share capital at completion, at an aggregate cash consideration of HK$50.0 million (‘‘Ultimate Elite Acquisition’’). Ultimate Elite is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding. At completion of such acquisition, Ultimate Elite will indirectly hold the properties located at Offices A-H, J-N & P on 21/F. (Whole Floor), ‘‘No. 3 On Kwan Street’’, Sha Tin, New Territories, Hong Kong. As at the Latest Practicable Date, completion of the Ultimate Elite Acquisition had not yet taken place.

The aggregate of the remuneration payable to and benefits in kind receivable by the directors of Ultimate Elite will not be varied in consequence of the Ultimate Elite Acquisition.

I – 11

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following is the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group (the ‘‘Unaudited Pro Forma Financial Information’’) which has been prepared in accordance with Rule 4.29 of the Listing Rules to illustrate the effects of the Open Offer on the consolidated net tangible assets of the Group as if the Open Offer had been completed on 30 June 2015.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited consolidated net tangible assets of the Group as at 30 June 2015, as extracted from the condensed consolidated statement of financial position of the Group as at 30 June 2015 as set out in the published interim report of the Company for the six months ended 30 June 2015, and is adjusted for the effect of the Open Offer.

The Unaudited Pro Forma Financial Information is prepared on the basis set out on the accompanying notes for illustrative purposes only, and because of its hypothetical nature, it does not purport to represent the actual consolidated net tangible assets of the Group had the Open Offer been completed as at 30 June 2015 or at any future date.

Unaudited consolidated net tangible assets of the Group per Share as at 30 June 2015 (Note 4) Unaudited pro forma adjusted consolidated net tangible assets of the Group per Share immediately after completion of the Open Offer (Note 5)	Unaudited consolidated net tangible assets of the Group as at 30 June 2015 (Note 2) HK$’000 39,179	Estimated net proceeds from the Open Offer (Note 3) HK$’000 77,416	Unaudited pro forma adjusted consolidated net tangible assets of the Group immediately after completion of the Open Offer HK$’000 116,595
			HK$ 0.13
			0.13

II – 1

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Notes:

1. Based on 1,241,786,321 Shares in issue as at the Latest Practicable Date, upon completion of the Open Offer, 620,893,160 Offer Shares will be issued on the basis of one Offer Share for every two Shares in issue as at the Latest Practicable Date.

As at the Latest Practicable Date, a maximum of 109,837,630 Performance Incentive Shares (subject to adjustments) may be allotted and issued by the Company in accordance with the Performance Incentive Agreement. Pursuant to the Performance Incentive Agreement, (i) the Company may allot and issue a maximum of 47,755,491 2015 PIS, for the financial year ended 31 December 2015 in 2016; and (ii) subject to fulfilment of certain conditions, the Company will only be required to allot and issue 62,082,139 Performance Incentive Shares for the financial year ending 31 December 2016 in 2017. As at the Latest Practicable Date, none of the 2015 PIS had been allotted and issued.

1. The unaudited consolidated net tangible assets of the Group as at 30 June 2015 of approximately HK$39,179,000 is extracted from the condensed consolidated statement of financial position of the Group as at 30 June 2015 as set out in the interim report of the Company for the six months ended 30 June 2015 published on 17 September 2015.

2. The estimated net proceeds from the Open Offer of approximately HK$77,416,000 are calculated based on 620,893,160 Offer Shares to be issued at the subscription price of HK$0.13 per Offer Share and after deduction of estimated related expenses of approximately HK$3,300,000, including underwriting commission, financial, legal and other professional expenses.

3. The unaudited consolidated net tangible assets of the Group per Share as at 30 June 2015 is calculated based on approximately HK$39,179,000 divided by 306,486,321 Shares in issue as at 30 June 2015.

4. The unaudited pro forma adjusted consolidated net tangible assets of the Group per Share immediately after completion of the Open Offer is calculated based on approximately HK$116,595,000 divided by 927,379,481 Shares in issue, comprising 306,486,321 Shares in issue as at 30 June 2015 and 620,893,160 Offer Shares assuming the Open Offer had been completed on 30 June 2015.

5. The unaudited pro forma adjusted consolidated net tangible assets of the Group per Share has not taken into account net proceeds from placings of new Shares of approximately HK$213,722,000, comprising (i) net proceeds from placing of 61,200,000 new Shares under general mandate at HK$0.328 per Share of approximately HK$19,208,000 after deduction of commission and other related expenses of approximately HK$866,000 which was completed on 24 July 2015, and (ii) net proceeds from placing of 874,100,000 new Shares under specific mandate at HK$0.230 per Share of approximately HK$194,514,000 after deduction of commission and other related expenses of approximately HK$6,529,000 which was completed on 30 November 2015. The unaudited pro forma adjusted consolidated net tangible assets per Share would have been increased to HK$0.18 per Share after taking into account the completion of the aforesaid placings of new Shares, based on approximately HK$330,317,000 divided by 1,862,679,481 Shares in issue, comprising 306,486,321 Shares in issue as at 30 June 2015, 935,300,000 Shares from the aforesaid placings of new Shares and 620,893,160 Offer Shares assuming the aforesaid placings of new Shares and the Open Offer had been completed on 30 June 2015.

II – 2

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The unaudited pro forma adjusted consolidated net tangible assets of the Group per Share has not taken into account the completion of the ACEE Acquisition, the BFG Acquisition and the Ultimate Elite Acquisition, as set out in the section headed ‘‘Acquisitions and proposed acquisition after 31 December 2014 being the date on which the latest published audited consolidated accounts of the Group were made up’’ in Appendix I to this prospectus. As disclosed in the circular of the Company dated 4 December 2015, the unaudited pro forma adjusted consolidated net tangible assets of the Group would have been decreased by approximately HK$18,005,000 representing the intangible assets and goodwill acquired upon the completion of the ACEE Acquisition assuming such acquisition had been completed on 30 June 2015. The unaudited pro forma adjusted consolidated net tangible assets per Share would have been decreased to approximately HK$0.11 per Share after taking into account the completion of the ACEE Acquisition, based on approximately HK$98,590,000 divided by 927,379,481 Shares in issue, comprising 306,486,321 Shares in issue as at 30 June 2015 and 620,893,160 Offer Shares assuming the ACEE Acquisition and the Open Offer had been completed on 30 June 2015. Completion of the BFG Acquisition would have no effect on the unaudited pro forma adjusted consolidated net tangible assets of the Group per Share assuming such acquisition had been completed on 30 June 2015. As at the Latest Practicable Date, completion of the Ultimate Elite Acquisition had not yet taken place, and the Directors considered that it is not practicable to assess the effect of completion of such acquisition on the unaudited pro forma adjusted consolidated net tangible assets of the Group per Share assuming such acquisition had been completed on 30 June 2015.

1. No adjustment has been made to reflect any operating results or other transactions of the Group entered into subsequent to 30 June 2015.

II – 3

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

B. INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from the independent reporting accountant of the Company, BDO Limited, Certified Public Accountants, Hong Kong, in connection with the unaudited pro forma financial information of adjusted consolidated net tangible assets of the Group for the purpose of inclusion in this prospectus.

==> picture [76 x 62] intentionally omitted <==

==> picture [96 x 55] intentionally omitted <==

To the Board of Directors of AMCO United Holding Limited

We have completed our assurance engagement report on the compilation of unaudited pro forma financial information (the ‘‘Unaudited Pro Forma Financial Information’’) of AMCO United Holding Limited (the ‘‘Company’’) and its subsidiaries (collectively referred to as the ‘‘Group’’) by the directors of the Company for illustrative purposes only. The Unaudited Pro Forma Financial Information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as at 30 June 2015 and related notes as set out in the prospectus dated 23 February 2016 (the ‘‘Prospectus’’) in connection with an open offer of 620,893,160 offer shares of the Company at HK$0.13 per offer share on the basis of one offer share for every two shares of the Company in issue held on the record date (the ‘‘Open Offer’’). The Unaudited Pro Forma Financial Information and the applicable criteria on the basis of which the directors of the Company have compiled the Unaudited Pro Forma Financial Information are set out in Section A of Appendix II to the Prospectus.

The Unaudited Pro Forma Financial Information has been compiled by the directors of the Company to illustrate the impact of the Open Offer on the Group’s consolidated net tangible assets. As part of this process, information about the Group’s consolidated net tangible assets attributable to the owners of the Company as at 30 June 2015 has been extracted by the directors from the Company’s published interim report for the six months ended 30 June 2015, on which no review report has been published.

II – 4

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Directors’ Responsibility of the Unaudited Pro Forma Financial Information

The directors of the Company are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG7’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’).

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the ‘‘Code of Ethics for Professional Accountants’’ issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

The firm applies Hong Kong Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion solely to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors of the Company have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For the purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

II – 5

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for the purpose of the illustration. Accordingly, we do not provide an assurance that the actual outcome of Open Offer as at 30 June 2015 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors of the Company in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgements, having regard to the reporting accountant’s understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

II – 6

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Opinion

In our opinion:

• the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

• such basis is consistent with the accounting policies of the Group; and

• the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

BDO Limited

Certified Public Accountants

Jonathan Russell Leong Practising Certificate Number P03246 Hong Kong

23 February 2016

II – 7

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date and immediately following completion of the Open Offer were/will be as follows:

(i) As at the Latest Practicable Date

Authorised: 40,000,000,000 Shares Issued and fully paid: 1,241,786,321 Shares Immediately following completion of the Open Offer Authorised: 40,000,000,000 Shares Issued and fully paid/to be paid 1,241,786,321 Shares as at the Latest Practicable Date 620,893,160 Offer Shares to be allotted and issued under the Open Offer 1,862,679,481 Shares upon completion of the Open Offer	HK$ 400,000,000.00
	12,417,863.21
	HK$ 400,000,000.00
	12,417,863.21 6,208,931.60
	18,626,794.81

(ii) Immediately following completion of the Open Offer

III – 1

GENERAL INFORMATION

APPENDIX III

All the existing Shares in issue are fully-paid and rank pari passu in all respects including all rights as to dividends, voting and return of capital. The Offer Shares, when allotted, issued and fully-paid, will rank pari passu with the existing Shares in issue in all respects. Holders of fully-paid Offer Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment of Offer Shares.

As at the Latest Practicable Date, save for the Performance Incentive Shares, the Company had no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

As at the Latest Practicable Date, there were no arrangement under which future dividends were waived or agreed to be waived.

As at the Latest Practicable Date, no share or loan capital of any member of the Group had been put under option, or agreed conditionally or unconditionally to be put under option.

3. DISCLOSURE OF INTERESTS

(i) Interests of Directors

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules were as follows:

Long position in the Shares and underlying Shares

			Approximate
		Number of	% in the total
		Shares and/or	issued share
		underlying	capital of
Name	Capacity	Shares held	the Company
Mr. Yip Wai Lun,	Interest of a controlled	144,862,976	11.67%
Alvin (Note)	corporation

III – 2

GENERAL INFORMATION

APPENDIX III

• Note: Almeco United Group Limited (‘‘Almeco’’) was the beneficial owner of 34,899,346 Shares. Almeco was wholly owned by Mr. Yip Wai Lun, Alvin. Titron South China Limited (‘‘Titron SC’’) was the beneficial owner of 126,000 Shares. Titron SC was wholly owned by Titron Group Holdings Limited, which was in turn owned as to 42.50% by Mr. Yip Wai Lun, Alvin and 46.25% by Mr. Lye Khay Fong. Atlas Medical Limited (‘‘Atlas’’) was the beneficial owner of 109,837,630 Shares, being the Performance Incentive Shares. Atlas was owned as to 50% by each of Mr. Yip Wai Lun, Alvin and Mr. Lye Khay Fong. Accordingly, Mr. Yip Wai Lun, Alvin was deemed to be interested in all the 144,862,976 Shares held by Almeco, Titron SC and Atlas by virtue of the SFO. Mr. Yip Wai Lun, Alvin is a director of Almeco and Atlas.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had or was deemed to have any interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules.

(ii) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as was known to the Directors, the following parties, other than the Directors or chief executive of the Company, had interests or short positions in the Shares and underlying Shares, which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or were directly or indirectly, interested in 10% or more of the issued voting shares of any other member of the Group.

		Number of	Approximate
		Shares	% in the total
		and/or	issued share
		underlying	capital of the
Name	Capacity	Shares held	Company
Atlas Medical Limited	Beneficial owner	109,837,630	8.85%
(Note 1)
Lye Khay Fong	Interest of a controlled	109,963,630	8.86%
(Notes 1 & 2)	corporation
China New Economy Fund	Beneficial owner	86,960,000	7.00%
Limited

III – 3

GENERAL INFORMATION

APPENDIX III

		Number of	Approximate
		Shares	% in the total
		and/or	issued share
		underlying	capital of the
Name	Capacity	Shares held	Company
Astrum Capital Management	Other	322,385,453	16.67%
Limited (Note 3)
Major Harvest Investments	Interest of a controlled	322,385,453	16.67%
Limited (Note 3)	corporation
Autumn Ocean Limited	Interest of a controlled	322,385,453	16.67%
(Note 3)	corporation
Pan Chik (Note 3)	Interest of a controlled	322,385,453	16.67%
	corporation
Liu Ming Lai Lorna	Interest of spouse	322,385,453	16.67%
(Note 3)
Convoy Securities (Note 4)	Other	322,385,453	16.67%
Convoy Financial	Interest of controlled	331,365,453	17.13%
(Notes 4 & 5)	corporations
The Underwriter (Note 6)	Beneficial owner	644,770,906	33.33%
Ample Investment	Interest of a controlled	580,358,292	30.00%
International Limited	corporation
(Note 6)
Cheng Chi Ming Andrew	Interest of a controlled	580,358,292	30.00%
(Note 6)	corporation

Notes:

1. Atlas Medical Limited (‘‘Atlas’’) was the beneficial owner of 109,837,630 Shares. Atlas was owned as to 50% by each of Mr. Yip Wai Lun, Alvin and Mr. Lye Khay Fong. Accordingly, each of Mr. Yip Wai Lun, Alvin and Mr. Lye Khay Fong was deemed to be interested in 109,837,630 Shares held by Atlas by virtue of the SFO.

III – 4

GENERAL INFORMATION

APPENDIX III

1. Titron South China Limited (‘‘Titron SC’’) was the beneficial owner of 126,000 Shares. Titron SC was wholly owned by Titron Group Holdings Limited, which was in turn owned as to 42.50% by Mr. Yip Wai Lun, Alvin and 46.25% by Mr. Lye Khay Fong. Accordingly, each of Mr. Yip Wai Lun, Alvin and Mr. Lye Khay Fong was deemed to be interested in 126,000 Shares held by Titron SC by virtue of the SFO.

2. Astrum entered into a sub-underwriting agreement with the Underwriter to take up 322,385,453 Offer Shares. Based on the notices of disclosure of Astrum, Major Harvest Investments Limited (‘‘Major Harvest’’), Autumn Ocean Limited (‘‘Autumn Ocean’’), Mr. Pan Chik (‘‘Mr. Pan’’) and Ms. Liu Ming Lai Lorna (‘‘Ms. Liu’’) filed with the Stock Exchange on 25 January 2016, Astrum is a wholly-owned subsidiary of Major Harvest, which is in turn owned as to 80% by Autumn Ocean, which is in turn wholly-owned by Mr. Pan. Ms. Liu is the spouse of Mr. Pan. The percentage of shareholding is calculated based on the expected number of total issued share capital of the Company upon completion of the Open Offer comprising 1,934,312,718 Shares.

3. Convoy Securities entered into a sub-underwriting agreement with the Underwriter to take up 322,385,453 Offer Shares. Based on the notices of disclosure of Convoy Securities and Convoy Financial filed with the Stock Exchange on 22 January 2016, Convoy Securities is a wholly-owned subsidiary of Wonderful Job Limited, which is in turn wholly-owned by Convoy (BVI) Limited (‘‘Convoy BVI’’), which is in turn wholly-owned by Convoy Financial. The percentage of shareholding is calculated based on the expected number of total issued share capital of the Company upon completion of the Open Offer comprising 1,934,312,718 Shares.

4. Convoy Collateral Limited (‘‘Convoy Collateral‘‘) is the beneficial owner of 8,980,000 Shares. Convoy Collateral is wholly owned by Convoy BVI, which is in turn wholly-owned by Convoy Financial. Accordingly, Convoy Financial is deemed to be interested in 8,980,000 Shares held by Convoy Collateral by virtue of the SFO.

5. According to notices of disclosure filed by the Underwriter, Ample Investment International Limited and Mr. Cheng Chi Ming Andrew with the Stock Exchange on 27 January 2016, the Underwriter was owned as to 90.01% by Ample Investment International Limited, which is wholly owned by Mr. Cheng Chi Ming Andrew. The percentage of shareholding is calculated based on the expected number of total issued share capital of the Company upon completion of the Open Offer comprising 1,934,312,718 Shares.

Save as disclosed above, the Directors were not aware of any party who, as at the Latest Practicable Date, had interests or short positions in the Shares and underlying Shares, which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or were directly or indirectly, interested in 10% or more of the issued voting shares of any other member of the Group.

5. INTERESTS IN CONTRACT OR ARRANGEMENT

As at the Latest Practicable Date, none of the Directors was materially interested in contract or arrangement subsisting which is significant in relation to the business of the Group, nor had any Director had any direct or indirect interest in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2014, the date to which the latest published audited consolidated financial statements of the Group were made up.

III – 5

GENERAL INFORMATION

APPENDIX III

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

7. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has a service contract with the Company which is not determinable by the Company within one year without payment of compensation other than statutory compensation.

8. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business of the Group) have been entered into by members of the Group within two years immediately preceding the Latest Practicable Date which are or may be material:

• (a) the placing agreement dated 24 March 2014 entered into between the Company and Gransing Securities Co., Limited (‘‘Gransing’’) as the placing agent pursuant to which the Company conditionally agreed to offer for subscription and Gransing agreed to procure not less than six placees to subscribe, failing which, Gransing itself would subscribe for 175,160,000 Shares at a price of HK$0.239 per Share, details of which are disclosed in the announcements of the Company dated 24 March 2014 and 7 April 2014;

• (b) the placing agreement dated 24 March 2014 entered into between the Company and Gransing as the placing agent pursuant to which the Company conditionally agreed to place through Gransing, on a best endeavour basis, up to 175,160,000 Shares at a price of HK$0.239 per Share to not less than six placees, details of which are disclosed in the announcements of the Company dated 24 March 2014, 30 June 2014, 12 January 2015 and 23 June 2015 and the circular of the Company dated 4 June 2014;

• (c) the placing agreement dated 31 October 2014 entered into between the Company and SBI China Capital Financial Services Limited (‘‘SBI’’) as the placing agent pursuant to which the Company conditionally agreed to offer for subscription and SBI agreed to procure, placees to subscribe, failing which, SBI itself would subscribe for 226,200,000 Shares at a price of HK$0.118 per Share, details of which are disclosed in the announcements of the Company dated 31 October 2014, 14 November 2014 and 23 June 2015;

III – 6

GENERAL INFORMATION

APPENDIX III

• (d) the underwriting agreement dated 23 June 2015 (‘‘2015 Underwriting Agreement’’) entered into between the Company and SBI as the underwriter in relation to the 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, details of which are disclosed in the announcement of the Company dated 23 June 2015;

• (e) the termination agreement dated 6 July 2015 entered into between the Company and SBI in relation to the termination of the 2015 Underwriting Agreement, details of which are disclosed in the announcement of the Company dated 6 July 2015;

• (f) the placing agreement dated 14 July 2015 entered into between the Company and Gransing as the placing agent pursuant to which the Company conditionally agreed to offer for subscription and Gransing agreed to procure not less than six placees to subscribe, failing which, Gransing itself would subscribe for 61,200,000 Shares at a price of HK$0.328 per Share, details of which are disclosed in the announcements of the Company dated 14 July 2015, 24 July 2015 and 17 December 2015;

• (g) the placing agreement dated 14 July 2015 (‘‘Placing Agreement’’) entered into between the Company and Gransing as the placing agent pursuant to which the Company has conditionally agreed to offer for subscription and Gransing, has agreed to procure, on a best endeavour basis, not less than six placees to subscribe, up to 612,900,000 Shares at a price of HK$0.328 per Share (‘‘Placing’’), details of which are disclosed in the announcements of the Company dated 14 July 2015 and 30 November 2015 and the circular of the Company dated 2 November 2015;

• (h) the supplemental placing agreement dated 31 August 2015 supplemental to the Placing Agreement, details of which are disclosed in the announcement of the Company dated 31 August 2015;

• (i) the confirmation letter dated 27 October 2015 signed by the Company and Gransing in relation to the long stop date of the Placing, details of which are disclosed in the announcement of the Company dated 27 October 2015;

• (j) the sale and purchase agreement dated 14 September 2015 entered into between the Company as the purchaser and Mr. Lee King Yi (‘‘Mr. Lee’’) and Madam Chung Wai Fong (‘‘Madam Chung’’) as the vendors, pursuant to which the Company conditionally agreed to acquire, and Mr. Lee and Madam Chung conditionally agreed to sell, 4,000,000 issued shares in, representing the entire issued share capital of, ACE Engineering, at a cash consideration of HK$20.5 million, details of which are disclosed in the announcements of the Company dated 14 September 2015 and 5 January 2016 and the circular of the Company dated 4 December 2015;

III – 7

GENERAL INFORMATION

APPENDIX III

• (k) the sale and purchase agreement dated 6 October 2015 entered into between the Company as the purchaser and GET as the vendor, pursuant to which the Company conditionally agreed to acquire, and GET conditionally agreed to sell, 200 issued shares in the share capital of BFG, representing its entire issued share capital at completion of such acquisition, at a cash consideration of HK$62.0 million, details of which are disclosed in the announcements of the Company dated 6 October 2015 and 29 December 2015 and the circular of the Company dated 4 December 2015

• (l) the sale and purchase agreement dated 15 January 2016 entered into between Praiseful Moment, a wholly-owned subsidiary of the Company, as the purchaser and Rosy Lane as the vendor, pursuant to which Praiseful Moment conditionally agreed to acquire, and Rosy Lane conditionally agreed to sell, 8 issued shares in the share capital of Ultimate Elite, representing 40% of its issued share capital at completion of such acquisition, at a cash consideration of HK$50.0 million, details of which are disclosed in the announcements of the Company dated 15 January 2016 and 22 January 2016; and

• (m) the Underwriting Agreement.

9. COMPETING BUSINESS

To the best knowledge of the Directors, as at the Latest Practicable Date, none of the Directors or their respective close associates had any interests in a business, which competes or is likely to compete, either directly or indirectly, with the business of the Group which would be required to be disclosed under Rule 8.10 of the Listing Rules, as if the Directors were controlling Shareholders.

10. EXPERT AND CONSENT

The following is the qualifications of the expert whose statements have been included in this prospectus:

Name Qualification BDO Limited Certified Public Accountants

BDO Limited has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion herein of its letters or opinions or reports or references to its name in the form and context in which it appear.

As at the Latest Practicable Date, BDO Limited had not had any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

III – 8

GENERAL INFORMATION

APPENDIX III

As at the Latest Practicable Date, BDO Limited had not had any direct or indirect interests in any assets which have been, since 31 December 2014 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group.

11. PARTIES INVOLVED IN THE OPEN OFFER AND CORPORATE INFORMATION

Registered office Clarendon House 2 Church Street Hamilton HM11 Bermuda Head office and principal 9/F, Fung House place of business 19-20 Connaught Road Central in Hong Kong Hong Kong Underwriter Ample Orient Capital Limited Unit A, 14th Floor Two Chinachem Plaza 135 Des Voeux Road Central Central, Hong Kong Legal adviser to the As to Hong Kong laws Company Leung & Lau Units 7208-10, 72/F The Center 99 Queen’s Road C., Central Hong Kong Financial adviser to the Nuada Limited Company Unit 1805-08, 18/F OfficePlus @Sheung Wan 93-103 Wing Lok Street Sheung Wan, Hong Kong Auditor and reporting BDO Limited accountant Certified Public Accountants 25/F, Wing On Centre 111 Connaught Road Central Hong Kong

III – 9

GENERAL INFORMATION

APPENDIX III

Principal bankers Standard Chartered Bank (Hong Kong) Limited Shop G1 of Ground Floor and the Whole of First Floor Commercial Podium of Standard Chartered Bank Building 4-4A Des Voeux Road Central Hong Kong The Hongkong and Shanghai Banking Corporation Limited Shops 153-160, Level 1 Metroplaza Kwai Fong, New Territories Principal share registrar MUFG Fund Services (Bermuda) Limited and transfer office The Belvedere Building 69 Pitts Bay Road Pembroke HM08 Bermuda Hong Kong branch share Tricor Standard Limited registrar and transfer Level 22, Hopewell Centre office 183 Queen’s Road East Hong Kong Authorised representatives Mr. CHENG Kin Chor Mr. CHAN Kwong Leung, Eric Company Secretary Mr. CHAN Kwong Leung, Eric Associate member of the Institute of Chartered Secretaries and Administrators in the United Kingdom and the Hong Kong Institute of Chartered Secretaries Business address of 9/F, Fung House Directors, senior 19-20 Connaught Road Central management and Hong Kong authorised representatives

III – 10

GENERAL INFORMATION

APPENDIX III

12. DIRECTORS AND SENIOR MANAGEMENT

Executive Directors

Mr. YIP Wai Lun, Alvin, aged 53, joined the Company as an executive Director on 31 July 2009 and was first re-designated as deputy chairman of the Company and deputy managing Director on 2 March 2010, and subsequently re-designated as the chairman of the Company and managing Director on 29 October 2010. Mr. Yip, assuming leadership role of the Board, is responsible for formulating strategic plans, directing business development and overseeing daily management of the Group. Mr. Yip has over 25 years of experiences as entrepreneur and key management in a variety of business, ranging from manufacturing and technology to transportation. He has also led in the formation and management of a number of joint ventures and partnership arrangement with multinational companies.

Mr. CHENG Kin Chor, aged 39, joined the Group as a general manager in June 2014 and was appointed as an executive Director on 1 October 2014. He is also a director of certain subsidiaries of the Company. Mr. Cheng obtained his Bachelor of Arts with honours from The Chinese University of Hong Kong in December 1998. He has over 13 years of experience in mass media, corporate communication and public relation planning, as well as provision of related consultation services. Prior to joining the Group, Mr. Cheng worked as an account director in a private public relation company from October 2003 to May 2014, being responsible for overseeing the account servicing team. Prior to this, he served as an editor and reporter for local magazine and newspapers from March 2001 to July 2003.

Mr. LEUNG Kelvin Ming Yuen, aged 37, joined the Company as an executive Director on 1 May 2015. He obtained his Bachelor of Science with honours from the University of Toronto in June 2008. Mr. Leung worked in Convoy Financial Services Limited in April 2008 and he was later transferred to Convoy Asset Management Limited since April 2009 until March 2010 and his last position was senior officer in portfolio management and strategy. Mr. Leung also served as a portfolio manager in AMTD Financial Planning Limited from August 2010 to March 2013. Mr. Leung worked as the head of research team in Round Table Family Service Limited from 2013 to 2014. Mr. Leung is currently a licensed person to carry out type 1 regulated activity (dealing in securities), type 4 regulated activity (advising on securities) and type 9 regulated activity (asset management) under the SFO.

III – 11

GENERAL INFORMATION

APPENDIX III

Independent non-executive Directors

Mr. WONG Siu Ki, aged 39, joined the Company as an independent non-executive Director on 1 May 2015. He graduated from the Hong Kong Polytechnic University with a bachelor’s degree in Accountancy with First Class Honours in November 1998. He is a fellow member of the Association of Chartered Certified Accountants, an associate of the Institute of Chartered Accountants in England and Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Wong has more than 17 years of solid working experiences in corporate management, capital markets and the financial sector in Hong Kong and the PRC. From 1997 to 2003, Mr. Wong worked in an international accounting firm specialising in client’s initial public offerings. From 2004 to 2007, Mr. Wong was appointed as the chief financial officer and company secretary of Eagle Brand Holdings Limited, a company listed on the Main Board of the Stock Exchange of Singapore. From 2007 to 2010, Mr. Wong was appointed as the chief financial officer and company secretary of Xingfa Aluminum Holdings Limited (‘‘Xingfa’’) (stock code: 98), the shares of which are listed on the Main Board of the Stock Exchange. From 2010 to 2012, Mr. Wong was appointed as a non-executive director of Xingfa and since December 2012, Mr. Wong has been an alternate director and an alternate authorised representative under Rule 3.05 of the Listing Rules to an executive director and the chairman of the board of Xingfa. Mr. Wong has also been the chief investment officer of Xingfa since 27 April 2015. Since December 2013, Mr. Wong has served as an independent non-executive director of Major Holdings Limited (stock code: 8209), whose shares are listed on the Growth Enterprise Market of the Stock Exchange.

III – 12

GENERAL INFORMATION

APPENDIX III

Mr. CHAN Ngai Sang Kenny, aged 51, joined the Company as an independent non-executive Director on 30 June 2015. He is a partner and founder of Kenny Chan & Co., a firm of Certified Public Accountants (Practising). Mr. Chan has over 25 years of experience in accounting, taxation, auditing and corporate finance and was involved in several merger and acquisition and initial public offering projects. Mr. Chan holds a Bachelor of Commerce degree in Accounting and Finance from The University of New South Wales and is a Fellow Member of The Association of International Accountants, an Associate Chartered Accountant of the Institute of Chartered Accountants of New Zealand, a Certified Practising Accountant of CPA Australia, a Fellow of the Hong Kong Institute of Certified Public Accountants and an Associate of the Taxation Institute of Hong Kong. Mr. Chan has served as the President of The Association of International Accountants Hong Kong Branch from July 2012 to June 2015 and has been accredited as an Authorised Supervisor of the Hong Kong Institute of Certified Public Accountants. He served as the District Governor of Lions Clubs International District 303 – Hong Kong & Macao, China in the year 2009/2010. Mr. Chan also serves as a panel member of the Mandatory Provident Fund Schemes Appeal Board, a committee member of the Tsuen Wan District Fight Crime Committee and a Honorary President of the Tsuen Wan District Junior Police Call. Mr. Chan is an independent non-executive director of each of TSC Group Holdings Limited (stock code: 206), a company listed on the Main Board of the Stock Exchange, Combest Holdings Limited (stock code: 8190), a company listed on the Growth Enterprise Market of the Stock Exchange, Convoy Financial Holdings Limited (stock code: 1019), a company listed on the Main Board of the Stock Exchange, and WLS Holdings Limited (stock code: 8021), a company listed on the Growth Enterprise Market of the Stock Exchange.

Mr. LI Kwok Fat, aged 40, joined the Company as an independent non-executive Director on 30 June 2015. He obtained his Bachelor of Arts in Accountancy from The City University of Hong Kong in November 1998 and his Master of Finance (Investment Management) from The Hong Kong Polytechnic University in November 2010. Mr. Li worked as accountant in an audit firm from February 1999 to March 2001. He served as an accountant in the finance and order processing department of The Sincere Company Limited (stock code: 244), a company listed on the Main Board of the Stock Exchange, from July 2001 to September 2004. Mr. Li worked in subsidiaries of Group Sense (International) Limited (stock code: 601), a company listed on the Main Board of the Stock Exchange, from September 2004 to May 2010 and his last position was accounting manager. He served as a finance manager in a subsidiary of Siberian Mining Group Limited (stock code: 1142), a company listed on the Main Board of the Stock Exchange, from May 2010 to September 2011. He worked in a subsidiary of Ruifeng Petroleum Chemical Holdings Limited (stock code: 8096), a company listed on the Growth Enterprise Market of the Stock Exchange, from September 2011 to September 2012. Mr. Li has served as the company secretary and the financial controller of Code Agriculture (Holdings) Limited (stock code: 8153), a company listed on the Growth Enterprise Market of the Stock Exchange, since September 2012.

III – 13

GENERAL INFORMATION

APPENDIX III

Mr. Li was admitted as a member of the Association of Chartered Certified Accountants in May 2003 and a member of the Hong Kong Institute of Certified Public Accountants in January 2005.

Senior Management

Ms. YAM Wai Wah Jenny, aged 45, is the financial controller of the Group. Ms. Yam is responsible for overseeing the financial reporting, financial management and internal control of the Group. Ms. Yam holds a bachelor’s degree of Accounting and Financial Analysis from the University of Warwick in United Kingdom. She is a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. Ms. Yam has over 20 years of experience in accounting, auditing and financial management and previously worked in an auditing firm and several listed multinational corporations. She joined the Group in July 2012.

13. MISCELLANEOUS

1. In the event of inconsistency, the English text of this prospectus and the accompanying application form shall prevail over the Chinese text.

2. As at the Latest Practicable Date, there was no restriction affecting the remittance of profits or repatriation of capital of the Company into Hong Kong from outside of Hong Kong.

14. LEGAL EFFECT

The Prospectus Documents and all acceptance of any offer or application contained in such documents are governed by and shall be construed in accordance with the laws of Hong Kong. Where an application is made in pursuance of any such documents, the relevant document(s) shall have the effect of rendering all persons concerned bound by the provisions, other than the penal provisions, of Sections 44A and 44B of the C(WUMP)O.

III – 14

GENERAL INFORMATION

APPENDIX III

15. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at 9/F, Fung House, 19-20 Connaught Road Central, Hong Kong from the date of this prospectus up to and including the Latest Time for Acceptance:

• (a) the memorandum of association and the bye-laws of the Company;

• (b) the annual reports of the Company for the two financial years ended 31 December 2013 and 31 December 2014;

• (c) the accountants’ report from BDO Limited on the unaudited pro forma financial information of the Group, the text of which is set out in Appendix II to this prospectus;

• (d) the written consent as referred to in the section headed ‘‘Expert and Consent’’ in this appendix;

• (e) the material contracts referred to in the section headed ‘‘Material Contracts’’ in this appendix;

• (f) a copy of each circular issued pursuant to the requirements set out in Chapters 14 and/or 14A which has been issued since the 31 December 2014, being the date of the latest published audited accounts of the Company; and

• (g) this prospectus.

III – 15