ICO Group Limited — Capital/Financing Update 2020

Jan 16, 2020

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)

CONVERSION OF CONVERTIBLE BONDS

Reference is made to the announcements of ICO Group Limited (the “ Company ”) dated 7 December 2017, 8 January 2018, 5 June 2018, 27 July 2018, 27 August 2018, 9 November 2018, 15 November 2018, 11 January 2019, 12 June 2019 and 7 August 2019 and the circular of the Company dated 28 March 2018 (the “ Circular ”) in relation to the acquisition of the entire issued capital of O2O Limited involving the issue of convertible bonds and promissory notes. Unless the otherwise defined herein, capitalized term in this announcement shall have the same meaning as given to them in the Circular.

As at the date of this announcement, Convertible Bonds with aggregate principal amount of HK$190,943,704.90 were issued to the Vendor, Rainbow Field Investment Limited, pursuant to the Acquisition Agreement. On 11 December 2019, the Company received conversion notices from the Vendor as Bondholder in respect of the exercise of the conversion rights attached to the Convertible Bonds in the aggregate principal amount of HK$131,101,092.40 at the conversion price of HK$0.1323 per Share (the “ Conversion ”). As a result of this Conversion, the Company allotted and issued a total of 990,937,960 Conversion Shares to the Vendor on 16 January 2020. Such Conversion Shares rank pari passu in all respects among themselves and with all other existing Shares in issue. These 990,937,960 Conversion Shares representing approximately 18.93% of the total issued shares of the Company before the Conversion and approximately 15.92% of the total issued shares of the Company as enlarged by the allotment and issue of the 990,937,960 Conversion Shares upon the Conversion.

* For identification purposes only

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the Conversion, the Company has 5,234,455,169 Shares in issue. For illustrative purpose only, the shareholding structure of the Company (i) immediately before the Conversion and (ii) immediately after the issue of the 990,937,960 Conversion Shares is set out below:

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:Rainbow Field Investment Limited(Note 9)Teoh Teng Guan (“Mr. Teoh”)(Note 9)_Other Public ShareholdersTotal	Immediately beforethe ConversionNo. of SharesApproximate %1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%1,717,156,00032.80%49,604,0000.95%––19,400,0000.37%3,448,295,16965.88%5,234,455,169100.00%	Immediately afterthe issue of the 990,937,960Conversion SharesNo. of SharesApproximate %1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%49,604,0000.80%990,937,96015.92%19,400,0000.31%3,448,295,16955.39%6,225,393,129100.00%	Immediately afterthe issue of the 990,937,960Conversion SharesNo. of SharesApproximate %1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%1,717,156,00027.58%49,604,0000.80%990,937,96015.92%19,400,0000.31%3,448,295,16955.39%6,225,393,129100.00%
			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.

3. 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.

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1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Rainbow Field Investment Limited is owned 40% by Mr. Teoh who is also its director. Apart from the abovementioned interest in Rainbow Field Investment Limited, Mr. Teoh also beneficially hold 19,400,000 Shares.

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

Hong Kong, 16 January 2020

As at the date of this announcement, the executive Directors of the Company are Mr. Lee Cheong Yuen, Mr. Chan Kwok Pui and Mr. Tam Wing Yuen; the non-executive Directors of the Company are Mr. Tam Kwok Wah, Ms. Tuon Wai Man and Mr. Tso Hon Sai Bosco; 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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