ICO Group Limited — M&A Activity 2018

Jan 8, 2018

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)

SUPPLEMENTAL AGREEMENT IN RELATION TO THE MAJOR ACQUISITION

On 8 January 2018, the Purchaser, the Vendor and the Guarantors entered into the Supplemental Agreement to amend and supplement certain provisions of the Acquisition Agreement as summarized in this announcement.

Reference is made to the announcement (the “ Announcement ”) made by the Company dated 7 December 2017 in relation to the Acquisition. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

THE SUPPLEMENTAL AGREEMENT

On 8 January 2018, the Purchaser, the Vendor and the Guarantors entered into a supplemental agreement (the “ Supplemental Agreement ”) to amend certain terms of the Acquisition Agreement. The key amendments to the Acquisition Agreement pursuant to the Supplemental Agreement are summarized as follows:

1. Conditions Precedent I

The following condition has been removed from the Conditions Precedent I:

“the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange.”

2. Payment Schedule

Pursuant to the Supplemental Agreement, the Payment Schedule as disclosed in the Announcement under the section headed “ The Acquisition Agreement – Payment Schedule ” is amended by adding

* For identification purposes only

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the Listing Committee of the Stock Exchange granting the approval for the listing of and permission to deal in the relevant Conversion Shares on the Stock Exchange (the “ Listing Approval ”) as one of the payment conditions for those payments that require the issuance of Convertible Bonds by the Company to the Vendor.

Accordingly, the Consideration shall be payable in accordance with the new Payment Schedule under the Supplemental Agreement as follows:

						Timeline to fulfill
						the Payment
	Payment Date	Amount (RM)	Means of Payment	Payment Conditions		Conditions
1.	Upon signing of the	4,500,000	Cash (the Earnest Money	A.	Deposit is refundable if
	Acquisition Agreement		shall form part of the		Conditions Precedent I is not
			Deposit upon signing of the		satisfied by Long Stop Date I
			Acquisition Agreement)
2.	5 Business Days after the	24,500,000	Convertible Bonds with the	B.	(i) Satisfaction (or waiver)	(i) within six
	payment conditions B(i),		principal amount in Hong		of Conditions Precedent I on	(6) months after
	(ii) and (iii) have been		Kong Dollars equivalent to		Long Stop Date I; and (ii)	the signing of
	fulfilled		RM24,500,000		the Acquisition Agreement	the Acquisition
			(“1st Convertible Bonds”)		becomes unconditional and	Agreement; or
					(iii) the Listing Approval	(ii) the Listing
					for the Conversion	Approval for the
					Shares attached to the 1st	Conversion Shares
					Convertible Bonds has been	attached to the 1st
					obtained	Convertible Bonds
						has been obtained;
						whichever is later
3.	5 Business Days after the	5,850,000	Convertible Bonds with the	C.	(i) Upon the issuance of a	(i) on or before
	payment conditions (C)(i)		principal amount in Hong		certificate by the Architect	30/03/2018; or
	and (ii) have been fulfilled		Kong Dollars equivalent to		certifying that the Building	(ii) satisfaction
			RM5,850,000		Project has reached the	(or waiver)
			(“2nd Convertible		completion of earthworks	of Conditions
			Bonds”)		and piling and foundation	Precedent I on
					works in the Lands; and (ii)	Long Stop Date I;
					the Listing Approval for the	or (iii) the Listing
					Conversion Shares attached	Approval for the
					to the 2nd Convertible Bonds	Conversion Shares
					has been obtained	attached to the 2nd
						Convertible Bonds
						has been obtained;
						whichever is the
						latest

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 4,290,000 Convertible Bonds with the D. (i) Upon the issuance of a (i) on or before payment conditions (D)(i) principal amount in Hong certificate by the Architect 30/05/2018; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) satisfaction RM4,290,000 Project has reached (or waiver) (“ 3rd Convertible Bonds ”) completion of reinforced of Conditions concrete frameworks to Precedent I on ground floor; and (ii) the Long Stop Date I; Listing Approval for the or (iii) the Listing Conversion Shares attached Approval for the to the 3rd Convertible Bonds Conversion Shares has been obtained attached to the 3rd Convertible Bonds has been obtained; whichever is latest

2. 5 Business Days after the 4,290,000 Convertible Bonds with the E. (i) Upon the issuance of a (i) On or before payment conditions (E)(i) principal amount in Hong certificate by the Architect 15/09/2018; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM4,290,000 Project has reached (aa) Approval for the (“ 4th Convertible Bonds ”) completion of reinforced Conversion Shares concrete frameworks to 1st attached to the 4th floor and 2nd floor; (bb) Convertible Bonds completion of architectural has been obtained; works to basement floor whichever is later and ground floor; and (cc) completion of M& E works and ID fittings to basement floor; and (ii) the Listing Approval for the Conversion Shares attached to the 4th Convertible Bonds has been obtained

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 4,290,000 Convertible Bonds with the F. (i) Upon the issuance of a (i) On or before payment conditions (F)(i) principal amount in Hong certificate by the Architect 30/12/2018; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM4,290,000 Project has reached (aa) the Approval for the (“ 5th Convertible Bonds ”) completion of reinforced Conversion Shares concrete frameworks to 3rd attached to the 5th floor and 4th floor; (bb) Convertible Bonds completion of architectural has been obtained; works to 1st floor; (cc) whichever is later completion of M&E works and ID fittings to ground floor and Mezzanine floor; and (dd) completion of escalator installation work to ground floor and mezzanine floor; and (ii) the Listing Approval for the Conversion Shares attached to the 5th Convertible Bonds has been obtained

2. 5 Business Days after the 4,290,000 Convertible Bonds with the G. (i) Upon the issuance of a (i) On or before payment conditions (G)(i) principal amount in Hong certificate by the Architect 15/04/2019; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM4,290,000 Project has reached (aa) the Approval for the (“ 6th Convertible Bonds ”) completion of reinforced Conversion Shares concrete frameworks to 5th attached to the 6th floor and 6th floor; (bb) Convertible Bonds completion of architectural has been obtained; works to 2nd floor and whichever is later 3rd floor; (cc) completion of M&E works and ID fittings to 1st floor and 2nd floor; and (dd) completion of escalator installation work to 1st floor and 2nd floor; and (ii) the Listing Approval for the Conversion Shares attached to the 6th Convertible Bonds has been obtained

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Timeline to fulfill the Payment Conditions

Payment Date

Amount (RM) Means of Payment

Payment Conditions

1. 5 Business Days after the 10,140,000 Convertible Bonds with the H. (i) Upon the issuance of a (i) On or before payment conditions (H)(i) principal amount in Hong certificate by the Architect 15/08/2019; or and (ii) have been fulfilled Kong Dollars equivalent to certifying that the Building (ii) the Listing RM10,140,000 Project has reached (aa) Approval for the (“ 7th Convertible Bonds ”) the completion of external Conversion Shares infrastructure work including attached to the 7th roads, drainage and sewerage Convertible Bonds work; (bb) completion of has been obtained; lift installation work; (cc) whichever is later completion of external facade; and (ii) the Listing Approval for the Conversion Shares attached to the 7th Convertible Bonds has been obtained

9.	5 Business Days after the	52,700,000	(a)	Convertible Bonds	I.	(i) Upon the issuance of	(i) On or before
	payment conditions (I)(i)			with the principal		CCC; and (ii) the Listing	26/11/2019; or
	and (ii) have been fulfilled			amount in Hong Kong		Approval for the Conversion	(ii) the Listing
				Dollars equivalent to		Shares attached to the 8th	Approval for the
				RM42,350,000		Convertible Bonds has been	Conversion Shares
				(“8th Convertible		obtained	attached to the 8th
				Bonds”); and			Convertible Bonds
							has been obtained;
			(b)	Promissory Notes			whichever is later
				with the principal
				amount in Hong Kong
				Dollars equivalent to
				RM10,350,000
10.	5 Business Days after the	20,000,000	Promissory Note with the		J.	Completion of Chow Kit	On or before
	payment conditions (J)		principal amount in Hong			Boy to the satisfactory of the	31/01/2020
	has been fulfilled		Kong	Dollars equivalent to		Purchaser
			RM20,000,000
11.	18 months after	10,150,000	Promissory Note with the		K.	Upon the issuance of a
	Completion Date		principal amount in Hong			certificate by the auditors
			Kong	Dollars equivalent to		of Nexus Primo that the
			RM10,150,000			Performance Guarantee has
						been reached

145,000,000

Total

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Save as disclosed above, there are no other material changes to the terms of the Acquisition Agreement.

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

Hong Kong, 8 January 2018

As at the date of this announcement, the executive Directors are Mr. Lee Cheong Yuen, and Mr. Pang Yick Him; the non-executive Directors are Mr. Chan Kwok Pui and Mr. Tam Kwok Wah; and the independent non-executive Directors are Dr. Chan Mee Yee, Dr. Cheung Siu Nang Bruce and Ms. Kam Man Yi Margaret.

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