ICO Group Limited — M&A Activity 2015

May 21, 2015

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.

==> picture [58 x 23] intentionally omitted <==

==> picture [58 x 24] intentionally omitted <==

==> picture [215 x 71] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF POSSIBLE ACQUISITION OF THE ENTIRE EQUITY INTEREST IN THE TARGET

This announcement is made by AMCO United Holding Limited (“ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules).

The board (“ Board ”) of directors (“ Directors ”) of the Company is pleased to announce that after trading hours on 21 May 2015, the Company entered into the memorandum of understanding (“ MOU ”) with two individuals (collectively, the “ Prospective Sellers ”) in relation to the possible acquisition (“ Possible Acquisition ”) of the entire equity interest of a company incorporated in Hong Kong with limited liability (“ Target ”).

To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, each of the Prospective Sellers is a third party independent of the Company and its connected persons (as defined in the Listing Rules).

• For identification purposes only

1

PRINCIPAL TERMS OF THE MOU

Pursuant to the MOU:

• (1) subject to fulfillment and/or waiver (if applicable) of all the conditions precedent to be set out in the definitive agreement (“ Definitive Agreement ”) to be entered into by the parties thereto, the Prospective Sellers, as the beneficial owners of all of the issued shares of the Target, will sell, and the Company, by itself or through its wholly-owned subsidiary, will purchase, all of the issued shares of the Target;

• (2) the amount of the consideration for the Possible Acquisition shall be subject to agreement by the parties to the MOU and to be set out in the Definitive Agreement and it is expected that the consideration will be settled in cash or any other forms as the Company and the Prospective Sellers may agree;

• (3) the Company (and its agents and/or advisers) shall be entitled to assess and review the records and affairs of the Target for the purpose of due diligence exercise;

• (4) the Prospective Sellers shall not, directly or indirectly, whether by themselves or through any of the directors, officers, employees, agents or representatives of the Target, during the period of three months from the date of the MOU or such longer period as the parties thereto may agree in writing (“ Exclusivity Period ”), discuss, negotiate or enter into any contract or agreement with or give any undertaking in favour of any third party for the purpose of frustrating or impeding the furtherance of the Possible Acquisition;

• (5) the parties thereto shall negotiate, in good faith, the terms of the Definitive Agreement for the Possible Acquisition during the Exclusivity Period; and

• (6) the MOU shall be terminated upon the earlier of (i) the Prospective Sellers having breached of the exclusivity of negotiation as mentioned above; (ii) the expiry of the Exclusivity Period and the Definitive Agreement is not entered into by the parties to the MOU during the Exclusivity Period; (iii) the Definitive Agreement having been entered into between the Prospective Sellers and the Company (or its nominee) during the Exclusivity Period; (iv) the mutual termination by the parties to the MOU; or (v) the Company serving notice to the Prospective Sellers stating that it is not satisfied with the results of the due diligence of the Target.

2

The MOU was intended to record the preliminary mutual understanding between the parties to the MOU and to serve as a platform for further negotiations and was not intended to be legally binding on the relevant parties (save for the provisions relating to confidentiality, exclusivity and certain miscellaneous matters).

INFORMATION ABOUT THE TARGET

The Target is a company with limited liability incorporated in Hong Kong and the Target is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong.

REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITION

The Group is principally engaged in (i) the manufacture and sale of medical devices products; (ii) the manufacturing and sale of plastic moulding products; (iii) provision of public relations services; and (iv) provision of human resources management services.

The Directors consider that it is beneficial for the Group to lessen its dependence on its existing manufacturing business segment by diversifying its existing business portfolio so as to broaden its revenue stream and generate stable and sustainable income.

The Directors consider that the Possible Acquisition represents an opportunity for the Group to take initial step into the business of building construction and maintenance services. The Directors consider that the entering into of the MOU is in the interests of the Company and its shareholders as a whole.

3

GENERAL

The MOU may or may not lead to the entering into of the Definitive Agreement and the transactions contemplated thereunder may or may not be consummated. The Possible Acquisition, if materialised, may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement will be made in respect thereof as and when required by the Listing Rules.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

On behalf of the Board AMCO United Holding Limited YIP Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 21 May 2015

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Ms. Leung Mei Han, Mr. Cheng Kin Chor and Mr. Leung Kelvin Ming Yuen are the executive Directors; and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason, Mr. Lau Man Tak and Mr. Wong Siu Ki are the independent non-executive Directors.

4