ICO Group Limited — M&A Activity 2016

Jan 5, 2016

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)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF POSSIBLE ACQUISITION OF NOT MORE THAN 30% OF ISSUED SHARE CAPITAL 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 5 January 2016, the Company entered into the memorandum of understanding (“ MOU ”) with Alpha Generator Limited (“ Prospective Seller ”) and three individuals (collectively, the “ Warrantors ”) in relation to the possible acquisition (“ Possible Acquisition ”) of not more than 30% of issued share capital of OPS Interior Design Consultant Limited (“ Target ”).

As at the date of this announcement, to the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, (i) the Prospective Seller is wholly-owned by the Warrantors; (ii) the Warrantors are the beneficial owners of the Target; and (iii) each of the Prospective Seller and the Warrantors is a third party independent of the Company and its connected persons (as defined in the Listing Rules).

• For identification purposes only

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PRINCIPAL TERMS OF THE MOU

Pursuant to the MOU:

• (1) the Prospective Seller shall procure the completion of transfer of all issued shares of the Target from the Warrantors to the Prospective Seller before the signing of the definitive agreement (“ Definitive Agreement ”) to be entered into by the parties to the MOU and the Prospective Seller will be the beneficial owner of all issued shares of the Target immediately prior to the entering into the Definitive Agreement;

• (2) subject to fulfillment and/or waiver (if applicable) of all the conditions precedent to be set out in the Definitive Agreement, the Prospective Seller, as the beneficial owner of all of the issued shares of the Target, will sell, and the Company, by itself or through its wholly-owned subsidiary, will purchase, not more than 30% of the issued share capital of the Target;

• (3) 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;

• (4) the Company has agreed to, upon signing of the MOU, pay to the Prospective Seller (or its nominee(s)) a sum of HK$3,000,000 (“ Earnest Money ”) in cash as part payment of the consideration for the Possible Acquisition in the event that the Definitive Agreement is entered into by the parties to the MOU during the Exclusivity Period (as defined below);

• (5) in the event that the MOU is terminated in accordance with paragraph (9), (10)(i), (ii), (iv) or (v) stated below, the Prospective Seller and the Warrantors shall jointly and severally, within seven calendar days after the day on which the MOU is terminated, return the Earnest Money to the Company;

• (6) 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;

• (7) neither the Prospective Seller nor any of the Warrantors shall, directly or indirectly, whether by itself/himself or (where applicable) through any of its directors, officers, employees, shareholders, agents or representatives, during the period of six 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 or which may result in frustrating or impeding the furtherance of the Possible Acquisition;

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• (8) the parties thereto shall negotiate, in good faith, the terms of the Definitive Agreement during the Exclusivity Period;

• (9) if the Prospective Seller or any of the Warrantors is in breach of paragraph (7) above, the MOU shall be terminated forthwith and the Prospective Seller and the Warrantors shall jointly and severally, within seven calendar days after the day on which the MOU is terminated, return the Earnest Money to the Company; and

• (10) the MOU shall be terminated upon the earlier of (i) the Prospective Seller and/or any of the Warrantors having breached the exclusivity of negotiation as mentioned in paragraph (7) 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 Seller and the Company (or its nominee); (iv) the mutual termination by the parties to the MOU in writing; or (v) the Company serving notice to the Prospective Seller stating that it is not satisfied with the results of the due diligence of the Target.

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 is principally engaged in the provision of interior design and contracting services.

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 manufacture and sale of plastic moulding products; (iii) the provision of public relations services; (iv) the provision of human resources management services; and (v) the provision of construction services in building construction, building maintenance and improvement works, project management, renovation and decoration works (“ Building Contract Work Business ”).

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Pursuant to the MOU, during the Exclusivity Period, the Group has exclusive negotiation right regarding the subject matter contemplated under the MOU and none of the party to the MOU shall negotiate with, or in any form, discuss with, any third party with regard to the subject matter contemplated under the MOU. The Directors consider that the payment of the Earnest Money can secure the exclusive negotiation right of the Group in relation to the Possible Acquisition.

The Directors consider that the Possible Acquisition represents an opportunity to diversify the Group’s businesses and may create synergy effect with the existing Building Contract Work Business of the Group. The Directors consider that the entering into of the MOU is in the interests of the Company and its shareholders as a whole.

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, 5 January 2016

As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Mr. Cheng Kin Chor and Mr. Leung Kelvin Ming Yuen are the executive Directors; and Mr. Wong Siu Ki, Mr. Chan Ngai Sang Kenny and Mr. Li Kwok Fat are the independent non-executive Directors.

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