ICO Group Limited — Capital/Financing Update 2018

Nov 9, 2018

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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ICO GROUP LIMITED 揚科集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

SECOND SUPPLEMENTAL AGREEMENT IN RELATION TO THE MAJOR ACQUISITION

Reference is made to the announcement (the “ Announcements ”) made by the Company dated 7 December 2017, 8 January 2018 and 27 July 2018 in relation to the Acquisition. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

THE SECOND SUPPLEMENTAL AGREEMENT

On 9 November 2018 (after trading hours), the Purchaser, the Vendor and the Guarantors entered into a second supplemental agreement (the “ Second Supplemental Agreement ”) to amend certain terms of the Acquisition Agreement, pursuant to which certain milestones stated in the Acquisition Agreement (“ Original Milestones ”) has been amended (“ Amended Milestones ”) and accordingly, the Consideration shall be payable in accordance with the payment schedule (whereas the Amended Milestones has been incorporated in the payment conditions) as follows:

Payment Date Amount (RM) Means of Payment Payment Conditions 1. Upon signing of the 4,500,000 Cash (the Earnest Money A. Deposit is refundable if Acquisition Agreement shall form part of the Conditions Precedent I is not Deposit upon signing of the satisfied by Long Stop Date I Acquisition Agreement)

Timeline to fulfill the Payment Conditions

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 24,500,000 Convertible Bonds with the B. (i) Satisfaction (or waiver) (i) within six payment conditions B(i), principal amount in Hong of Conditions Precedent I on (6) months after (ii) and (iii) have been Kong Dollars equivalent to Long Stop Date I; and (ii) the signing of fulfilled RM24,500,000 the Acquisition Agreement the Acquisition (“ 1st Convertible Bonds” ) becomes unconditional and Agreement; or (iii) the Listing Approval (ii) the Listing for the Conversion Approval for the Shares attached to the 1st Conversion Shares Convertible Bonds has been attached to the 1st obtained Convertible Bonds has been obtained; whichever is later

2. 5 Business Days after the 5,850,000 Convertible Bonds with the C. (i) Upon the issuance of a (i) on or before payment conditions (C)(i) principal amount in Hong certificate by the Architect 30/03/2018; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) satisfaction RM5,850,000 Project has reached the (or waiver) (“ 2nd Convertible completion of earthworks of Conditions Bonds ”) and piling and foundation Precedent I on works in the Lands; and (ii) Long Stop Date I; the Listing Approval for the or (iii) the Listing Conversion Shares attached Approval for the to the 2nd Convertible Bonds Conversion Shares has been obtained attached to the 2nd Convertible Bonds has been obtained; whichever is the latest

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 4,290,000 Convertible Bonds with the D. (i) Upon the issuance of a (i) on or before payment conditions (D)(i) principal amount in Hong certificate by the Architect 30/05/2018; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) satisfaction RM4,290,000 Project has reached the (or waiver) (“ 3rd Convertible Bonds ”) completion of reinforced of Conditions concrete frameworks to Precedent I on ground floor; and (ii) the Long Stop Date I; Listing Approval for the or (iii) the Listing Conversion Shares attached Approval for the to the 3rd Convertible Bonds Conversion Shares has been obtained attached to the 3rd Convertible Bonds has been obtained; whichever is latest

2. 5 Business Days after the 4,290,000 Convertible Bonds with the E. (i) Upon the issuance of a payment conditions (E)(i) principal amount in Hong certificate by the Architect and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building RM4,290,000 Project has reached (aa) the (“ 4th Convertible Bonds ”) completion of reinforced concrete frameworks to 1st floor and 2nd floor; (bb) the completion of reinforced concrete frameworks to 3rd floor and 4th floor; and (ii) the Listing Approval for the Conversion Shares attached to the 4th Convertible Bonds has been obtained

3. (i) On or before 15/09/2018; or (ii) the Listing Approval for the Conversion Shares attached to the 4th Convertible Bonds has been obtained; whichever is later

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 4,290,000 Convertible Bonds with the F. (i) Upon the issuance of a (i) On or before payment conditions (F)(i) principal amount in Hong certificate by the Architect 30/12/2018; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM4,290,000 Project has reached (aa) the Approval for the (“ 5th Convertible Bonds ”) completion of reinforced Conversion Shares concrete frameworks to 5th attached to the 5th floor and 6th floor ; (bb) the Convertible Bonds completion of architectural has been obtained; works to 1st floor, 2nd floor whichever is later and 3rd floor; and (ii) the Listing Approval for the Conversion Shares attached to the 5th Convertible Bonds has been obtained

2. 5 Business Days after the 4,290,000 Convertible Bonds with the G. (i) Upon the issuance of a (i) On or before payment conditions (G)(i) principal amount in Hong certificate by the Architect 15/04/2019; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM4,290,000 Project has reached (aa) the Approval for the (“ 6th Convertible Bonds ”) completion of architectural Conversion Shares works to 4th floor, 5th attached to the 6th floor and 6th floor; (bb) the Convertible Bonds completion of M&E and has been obtained; ID fittings to 1st floor, 2nd whichever is later floor, 3rd floor, 4th floor, 5th floor and 6th floor; and (cc) the completion of escalator installation works to 3rd floor, 4th floor, 5th floor and 6th floor; and (ii) the Listing Approval for the Conversion Shares attached to the 6th Convertible Bonds has been obtained

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 10,140,000 Convertible Bonds with the H. (i) Upon the issuance of a (i) On or before payment conditions (H)(i) principal amount in Hong certificate by the Architect 15/08/2019; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM10,140,000 Project has reached (aa) the Approval for the (“ 7th Convertible Bonds ”) completion of architectural Conversion Shares works, M&E and ID fitting attached to the 7th to basement floor, ground Convertible Bonds floor and mezzanine floor; has been obtained; (bb) the completion of whichever is later escalator installation works to ground floor, mezzanine floor, 1st floor and 2nd floor; (cc) the completion of external infrastructure works including roads, drainage and sewerage work; (dd) the completion of lift installation work; (ee) the completion of external facade; and (ii) the Listing Approval for the Conversion Shares attached to the 7th Convertible Bonds has been obtained

2. 5 Business Days after the 52,700,000 (a) Convertible Bonds I. (i) Upon the issuance of (i) On or before payment conditions (I)(i) with the principal CCC regarding to Chow Kit 26/11/2019; or and (ii) have been fulfilled amount in Hong Kong Baru; and (ii) the Listing (ii) the Listing Dollars equivalent to Approval for the Conversion Approval for the RM42,350,000 Shares attached to the 8th Conversion Shares (“ 8th Convertible Convertible Bonds has been attached to the 8th Bonds ”); and obtained Convertible Bonds has been obtained; whichever is later

3. (b) Promissory Notes with the principal amount in Hong Kong Dollars equivalent to RM10,350,000

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						Timeline to fulfill
						the Payment
	Payment Date	Amount (RM)	Means of Payment	Payment Conditions		Conditions
10.	5 Business Days after the	20,000,000	Promissory Note with the	J.	Completion of Chow Kit	On or before
	payment conditions (J)		principal amount in Hong		Boy to the satisfactory of the	31/01/2020
	has been fulfilled		Kong Dollars equivalent to		Purchaser
			RM20,000,000
11.	18 months after	10,150,000	Promissory Note with the	K.	Upon the issuance of a
	Completion Date		principal amount in Hong		certificate by the auditors
			Kong Dollars equivalent to		of Nexus Primo that the
			RM10,150,000		Performance Guarantee has
					been reached

Reason for entering into the Second Supplemental Agreement

The Amended Milestones was advised by the Architect with the aim to improve the effectiveness of the construction plan for the Building Project. According to the Architect, the Amended Milestones has the following advantage:

1. to have better quality and finishing to the architectural finishes as it follows the sequence from the top to bottom. The Original Milestones starts from the ground floor to upper floors and the ground floor is too congested to start any architectural finishing works; and

2. the Vendor has to ensure the reinforced concrete structure works from the ground floor up to the roof be finished before starting the ID works at the lower floors. Hence, the building will be better finishing, more water tight and less expose to the rain and waterponding issue.

There is no change in the Consideration. The Amended Milestones is just resequencing the building works of the Building Project. The Directors consider that the entering into the Second Supplemental Agreement is in the interests of the Company and the Building Project.

Save as disclosed above, there is no material change to the other terms of the Acquisition Agreement and the Supplemental Agreement and all terms and conditions of the Acquisition Agreement and the Supplemental Agreement remain unchanged and in full force and effect.

By Order of the Board ICO Group Limited Lee Cheong Yuen Chairman, Chief Executive Officer and Executive Director

Hong Kong, 9 November 2018

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As at the date of this announcement, the executive Directors are Mr. Lee Cheong Yuen, and Mr. Pang Yick Him; the non-executive Directors are Mr. Chan Kwok Pui and Mr. Tam Kwok Wah; and the independent non-executive Directors are Dr. Cheung Siu Nang Bruce, Mr. Fong Sing Chak Jack and Ms. Kam Man Yi Margaret.

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