ICO Group Limited — Capital/Financing Update 2019

Aug 30, 2019

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)

INSIDE INFORMATION LETTER OF INTENT IN RELATION TO POSSIBLE CAPITAL INJECTION

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

LETTER OF INTENT

The Board is pleased to announce that on 30 August 2019, Linyi Juantai, a wholly-owned subsidiary of the Company, entered into a non-legally binding LOI with the Target Company in relation to the Possible Capital Injection. The principal terms of the LOI are set out as follows:

Date: 30 August 2019 Parties: (i) Linyi Juantai; and

(ii) The Target Company

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Target Company is an independent third party of the Company and its connected persons (as defined under the Listing Rules).

Pursuant to the LOI, Linyi Juantai intends to inject capital and invest in 1% of the registered capital of the Target Company. The Target Company is principally engaged in retail and distribution of automotive replacement parts and accessories and relevant supply chain management in the PRC.

• For identification purposes only

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Possible Capital Injection

The amount of the Possible Capital Injection shall be RMB30,000,000 (equivalent to approximately HK$32,897,700), which represents 1% of the registered capital of the Target Company, and the manner of payment shall be further negotiated between Linyi Juantai and the Target Company and be determined in the Formal Agreement.

Due Diligence Review

Linyi Juantai shall conduct the due diligence review in respect of the Possible Capital Injection upon signing of the LOI. The Target Company shall use its best endeavours to procure that the Target Company provides such assistance and information as is necessary for Linyi Juantai to complete its due diligence review on the Target Company in a period of four months commencing from the date of the LOI (or a longer period which may be agreed between Linyi Juantai and the Target Company).

Formal Agreement

Subject to the satisfaction of Linyi Juantai with the due diligence review, Linyi Juantai and the Target Company agree to proceed to negotiate and with the view to finalise detailed terms and conditions of the Formal Agreement and to execute the Formal Agreement.

Save for the provisions on due diligence review, confidentiality, governing law and dispute resolution and counterparts, the LOI does not constitute a legally-binding commitment between Linyi Juantai and the Target Company.

Termination of the LOI

The LOI shall be terminated on the earlier of the date on which the Formal Agreement is executed or the expiry of the period performing due diligence review. Linyi Juantai and the Target Company shall have no liability whatsoever against each other arising out of or in respect of the entering into the LOI.

REASONS FOR AND BENEFITS OF THE POSSIBLE CAPITAL INJECTION

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) provision of money lending; and (v) investment in securities.

While the Company devotes most of its efforts on developing its existing businesses, the Directors consider that it is beneficial for the Group to seek investment opportunities from time to time to develop its existing business portfolio and engage in a new line of business with growth potential and broaden its source of income. The Directors are of the view that the Possible Capital Injection, if materialised, is a prime opportunity for the Company to diversify the income stream of the Group and also be able to further develop the existing segment of manufacture and sale of plastic moulding products by manufacturing automotive replacement parts which is in the interests of the Company and shareholders of the Company as a whole.

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GENERAL

If the Possible Capital Injection materialises, it may constitute a notifiable transaction of the Company under the Listing Rules. Further announcement(s) will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate.

As the LOI is not legally binding, the Possible Capital Injection may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

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

“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
“Director(s)”	the director(s) of the Company
“Formal Agreement”	the formal subscription agreement in relation to the Possible
	Capital Injection to be entered into among Linyi Juantai and
	the Target Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“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 PRC
“Linyi Juantai”	Linyi Juantai Trading Company Limited*（臨沂雋泰商貿
	有限公司）, a company established in the PRC with limited
	liability and an indirect wholly-owned subsidiary of the
	Company
“LOI”	the non-legally binding letter of intent dated 30 August 2019
	entered into among Linyi Juantai and the Target Company in
	relation to the Possible Capital Injection
“Possible Capital Injection”	the possible capital injection of 1% of registered capital of
	the Target Company by Linyi Juantai pursuant to the LOI

• For identification purposes only

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“PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Chongqing Zhongxunwei Automobile Supply Chain Management Company Limited*（重慶中迅威汽車供應 鏈管理有限公司）, a company established in the PRC with limited liability

“%” per cent.

By order of the Board AMCO United Holding Limited ZHANG Hengxin Chairman and Managing Director

Hong Kong, 30 August 2019

As at the date of this announcement, Mr. Zhang Hengxin and Mr. Jia Minghui are the Executive Directors; and Mr. Chan Tsz Keung, Mr. Au Yeung Ming Yin Gordon and Mr. Guo Zhenhui are the Independent Non-executive Directors.

• For identification purposes only

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