ICO Group Limited — Capital/Financing Update 2017

May 29, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

DISCLOSEABLE TRANSACTION: DISPOSAL OF 14% OF ISSUED SHARE CAPITAL OF THE TARGET

THE DISPOSAL

The Board wishes to announce that after trading hours on 29 May 2017, the Vendor, a wholly-owned subsidiary of the Company, and the Purchasers entered into the SP Agreement, pursuant to which the Vendor has sold, and the Purchasers have acquired, the Sale Shares, representing 14% of the issued share capital of the Target, at the Consideration of HK$18,660,000.

The Target is principally engaged in investment holding and holds various subsidiaries. The Target Group is principally engaged in the provision of interior design, fit out and decoration services.

Immediately after Completion, the Target ceased to be an investment of the Group and the Group ceased to hold any equity interest in the Target Group.

IMPLICATIONS UNDER THE LISTING RULES

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

• For identification purposes only

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The Board wishes to announce that after trading hours on 29 May 2017, the Vendor, a wholly-owned subsidiary of the Company, and the Purchasers entered into the SP Agreement in respect of the Disposal.

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

THE SP AGREEMENT

Date

29 May 2017

Parties

Vendor:

Eternity Riches Limited（長祿有限公司）, a wholly-owned subsidiary of the Company

• Purchasers: (a) Idea Deport Limited, a company incorporated in the British Virgin Islands with limited liability, for purchasing 70 Sale Shares, representing approximately 4.67% of the issued share capital of the Target at the consideration of HK$6,220,000;

• (b) Giant Gain Ventures Limited, a company incorporated in the British Virgin Islands with limited liability, for purchasing 70 Sale Shares, representing approximately 4.67% of the issued share capital of the Target at the consideration of HK$6,220,000; and

• (c) Southern Bliss Limited, a company incorporated in the British Virgin Islands with limited liability, for purchasing 70 Sale Shares, representing approximately 4.67% of the issued share capital of the Target at the consideration of HK$6,220,000.

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

Each of the Purchasers is an existing shareholder of the Target.

Assets to be disposed of

The Vendor has sold, and the Purchasers have acquired, the Sale Shares, representing 14% of the issued share capital of the Target, free from all encumbrances and together with all rights and benefits attaching thereto at any time on or after the date of Completion.

Consideration

The Consideration for the Disposal is HK$18,660,000, which was settled by the Purchasers to the Vendor in cash at Completion.

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The Consideration was arrived at after arm’s length negotiations between the Vendor and the Purchasers on normal commercial terms with reference to the investment cost of the Group in the Target Group, which is the same as its carrying value, of HK$15,300,000.

Completion

Completion took place immediately after signing of the SP Agreement.

Immediately after Completion, the Target ceased to be an investment of the Group and the Group ceased to hold any equity interest in the Target Group.

INFORMATION ON THE TARGET GROUP

The Target is a company incorporated in the Cayman Islands with limited liability on 10 January 2017 and is principally engaged in investment holding. As at the date of this announcement, the Target holds various subsidiaries. The Target Group is principally engaged in the provision of interior design, fit out and decoration services.

The unaudited combined financial information of the Target Group for the years ended 30 June 2016 and 30 June 2015 is set out below:

	For the	For the
	year ended	year ended
	30 June 2015	30 June 2016
	HK$’000	HK$’000
Profit before taxation	12,549	13,074
Profit after taxation	10,478	10,891

The unaudited combined total assets value and net assets value of the Target Group as at 31 December 2016 were approximately HK$28,902,000 and HK$23,663,000 respectively.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Group is principally engaged in (i) manufacture and sale of medical devices products; (ii) manufacture and sale of plastic moulding products; (iii) provision of construction services in building construction, building maintenance and improvement works, project management, renovation and decoration works; (iv) money lending business; and (v) securities investment.

Reference is made to the announcement of the Company dated 18 April 2016. The Company, via its directly wholly-owned subsidiary, acquired 14% of the equity interest of a subsidiary of the Target at a consideration of HK$15,300,000 by way of subscription, the completion of which took place on 18 April 2016. In January 2017, the shareholders of such Target’s subsidiary have agreed to undertake an internal reorganisation pursuant to which all shareholders of such Target’s subsidiary (or their respective nominees, where appropriate) have sold their respective shares in such Target’s subsidiary to the Target and then such shareholders (or their respective nominees, where appropriate) have become the shareholders of the Target in the same shareholding proportion.

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Taking into account the Consideration represents a premium of approximately 21.96% over the investment cost of the Group and the remaining shareholders of the Target wish to consolidate their shareholding in the Target, the Directors consider it a good opportunity to realise its investment in the Target Group at a reasonable price.

It is estimated that upon Completion, the Group will record a net gain of approximately HK$3,360,000, which is calculated with reference to the difference between (i) the Consideration and (ii) the carrying value of the Group’s investment in the Target Group of HK$15,300,000. The actual amount of gain or loss as a result of the Disposal to be recorded by the Group will be subject to the review and final audit by the auditors of the Company. The Company intends to use the net proceeds from the Disposal (after deducting relevant costs and expenses in connection with the Disposal) as general working capital of the Group and/or for future development of the Group’s businesses and/or funding any potential acquisitions if opportunities arise.

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

IMPLICATIONS UNDER THE LISTING RULES

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

DEFINITIONS

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

“Board”	the board of Directors
“Company”	AMCO United Holding Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Main Board of the Stock Exchange
“Completion”	completion of the Disposal in accordance with the terms and
	conditions of the SP Agreement
“connected person(s)”	has the meaning as ascribed to it in the Listing Rules
“Consideration”	the sum of HK$18,660,000, being the aggregate
	consideration for sale of the Sale Shares
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Sale Shares by the Vendor pursuant to the
	terms of the SP Agreement

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“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Third	a party who is not a connected person of the Company and is
Party(ies)”	independent of the Company and its connected persons
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Purchasers”	collectively, (a) Idea Deport Limited, a company incorporated
	in the British Virgin Islands with limited liability; (b) Giant
	Gain Ventures Limited, a company incorporated in the
	British Virgin Islands with limited liability; and (c) Southern
	Bliss Limited, a company incorporated in the British Virgin
	Islands with limited liability
“Sale Shares”	an aggregate of 210 issued shares of the Target, representing
	14% of the issued share capital of the Target
“Share(s)”	share(s) of the Company of HK$0.01 each
“Shareholder(s)”	holder(s) of the Share(s)
“SP Agreement”	the sale and purchase agreement dated 29 May 2017 entered
	into between the Vendor and the Purchasers in relation to the
	Disposal
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target”	Optumus Group Limited（鷔獅集團有限公司）, a
	company incorporated in the Cayman Islands with limited
	liability and is owned as to 14% by the Vendor as at the date
	of the SP Agreement immediately prior to Completion, being
	the subject matter of the Disposal
“Target Group”	collectively, the Target and its subsidiaries

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“Vendor”

Eternity Riches Limited（長祿有限公司）, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

“%”

per cent.

On behalf of the Board AMCO United Holding Limited ZHANG Hengxin Chairman and Managing Director

Hong Kong, 29 May 2017

As at the date of this announcement, Mr. Zhang Hengxin, Mr. Peng Shiyuan and Mr. Jia Minghui are the Executive Directors; and Mr. Wong Siu Ki, Mr. Chan Ngai Sang Kenny and Mr. Li Kwok Fat are the Independent Non-executive Directors.

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