ICO Group Limited — Capital/Financing Update 2019

Sep 11, 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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ICO GROUP LIMITED 揚科集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock code: 1460)

ISSUE OF CONSIDERATION SHARES UNDER THE GENERAL MANDATE IN RELATION TO A DISCLOSEABLE TRANSACTION

Reference is made to the announcements of ICO Group Limited (the “ Company ”) dated 20 June 2018, 28 June 2018 and 5 September 2019 (the “ Announcements ”) in relation to the Acquisition. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

ISSUE OF 2nd BATCH CONSIDERATION SHARES UNDER THE GENERAL MANDATE

The Board is pleased to announce that since the Profit Guarantee set out in the Agreement have been fulfilled, the 2nd Batch Consideration Shares being 172,811,060 new Shares were allotted and issued under the General Mandate to the Vendors on 11 September 2019. The 2nd Batch Consideration Shares represents approximately 3.30% of the issued share capital of the Company as enlarged by the issue of the 2nd Batch Consideration Shares.

* For identification purpose only

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

For illustrative purpose, assuming the shareholdings of the Vendors in the Company remain unchanged after the issue of the 1st Batch Consideration Shares, the changes to the shareholding structure of the Company as a result of the issue of the 2nd Batch Consideration Shares are as follows:–

ShareholdersBIZ Cloud Limited_(Notes 1 and 2)Cloud Gear Limited(Notes 1 and 4)Friends True Limited(Notes 1 and 5)Imagine Cloud Limited(Notes 1 and 7)Lee Cheong Yuen(“Mr. Lee”)(Notes 1 and 2)Chan Kwok Pui(“Mr. Chan”)(Notes 1 and 4)Yong Man Kin(“Mr. Yong”)(Notes 1 and 5)Tam Kwok Wah(“Mr. Tam”)(Notes 1 and 7)Saetia Ladda(Note 3)Ma Kit Ling(Note 6)Tuon Wai Man (“Ms. Tuon”)(Note 8)_Public Shareholders:Lau Calvin Chuen YienRainbow Field Investment LimitedThe 1st VendorThe 2nd VendorThe 3rd VendorThe 4th VendorOther Public ShareholdersTotal	Immediately before the issue of172,811,060 new SharesNo. of SharesApproximate %1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%1,717,156,00033.93%49,604,0000.98%259,804,0005.13%365,138,8887.21%38,018,4330.75%25,351,3830.50%11,526,4970.23%97,914,7471.93%2,497,130,16149.34%5,061,644,109100.00%	Immediately after the issue of172,811,060 new SharesNo. of SharesApproximate %1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%49,604,0000.95%259,804,0004.96%365,138,8886.97%76,036,8661.45%50,702,7660.97%23,052,9940.44%195,829,4943.74%2,497,130,16147.71%5,234,455,169100.00%	Immediately after the issue of172,811,060 new SharesNo. of SharesApproximate %1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%1,717,156,00032.81%49,604,0000.95%259,804,0004.96%365,138,8886.97%76,036,8661.45%50,702,7660.97%23,052,9940.44%195,829,4943.74%2,497,130,16147.71%5,234,455,169100.00%
			100.00%

Notes:

1. On 27 February 2015, the ultimate controlling shareholders of the Company, namely, Mr. Lee, Mr. Chan, Mr. Yong and Mr. Tam, entered into a confirmation deed to acknowledge and confirm, among other things, that they were parties acting in concert of each of the members of the Group. As such, the ultimate controlling shareholders of the Company together are deemed to have controlling interest in the share capital of the Company through BIZ Cloud Limited, Cloud Gear Limited, Friends True Limited and Imagine Cloud Limited.

2. Shares in which Mr. Lee is interested consist of (i) 1,170,000,000 Shares held by BIZ Cloud Limited, a company wholly-owned by Mr. Lee, and (ii) 547,156,000 Shares in which Mr. Lee is deemed to be interested as a result of being a party acting-in-concert with Mr. Chan, Mr. Yong and Mr. Tam.

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1. Ms. Saetia Ladda is the spouse of Mr. Lee. Under the Securities and Futures Ordinance, Ms. Saetia Ladda is deemed to be interested in the same number of Shares in which Mr. Lee is interested.

2. Shares in which Mr. Chan is interested consist of (i) 110,000,000 Shares held by Cloud Gear Limited, a company wholly-owned by Mr. Chan, and (ii) 1,607,156,000 Shares in which Mr. Chan is deemed to be interested as a result of being a party acting-in-concert with Mr. Lee, Mr. Yong and Mr. Tam.

3. Shares in which Mr. Yong is interested consist of (i) 312,156,000 Shares held by Friends True Limited, a company wholly-owned by Mr. Yong, and (ii) 1,405,000,000 Shares in which Mr. Yong is deemed to be interested as a result of being a party acting-in-concert with Mr. Lee, Mr. Chan and Mr. Tam.

4. Ms. Ma Kit Ling is the spouse of Mr. Yong. Under the Securities and Futures Ordinance, Ms. Ma Kit Ling is deemed to be interested in the Shares in which Mr. Yong is interested.

5. Shares in which Mr. Tam is interested consist of (i) 125,000,000 Shares held by Imagine Cloud Limited, a company wholly-owned by Mr. Tam, and (ii) 1,592,156,000 Shares in which Mr. Tam is deemed to be interested as a result of being a party acting-in-concert with Mr. Lee, Mr. Yong and Mr. Chan.

6. Ms. Tuon is a non-executive Director of the Company. Shares in which Ms. Tuon is interested consist of (i) 49,284,000 Shares held by Ms. Tuon, and (ii) 320,000 Shares held by Mr. Tsoi Pak Ho, the spouse of Ms. Tuon.

By order of the Board ICO Group Limited Lee Cheong Yuen

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 11 September 2019

As at the date of this announcement, the executive Directors of the Company are Mr. Lee Cheong Yuen and Mr. Chan Kwok Pui; the non-executive Directors of the Company are Mr. Tam Kwok Wah and Ms. Tuon Wai Man; and the independent non-executive Directors of the Company are Dr. Cheung Siu Nang Bruce, Mr. Ko Sebastian Yat Fung and Ms. Kam Man Yi Margaret.

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