ICO Group Limited — Proxy Solicitation & Information Statement 2013

Feb 28, 2013

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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of AMCO United Holding Limited (the “ Company ”) will be held at 20/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong at 10:00 a.m. on Monday, 25 March 2013 for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions of the Company:

SPECIAL RESOLUTION

1. “ THAT , conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in the New Shares (as defined below); and (ii) compliance by the Company with the relevant procedures and requirements under the laws of Bermuda and the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) to effect the Capital Reorganisation (as defined below), with effect from the business day (as defined in the Listing Rules) next following the day on which this resolution is passed by the shareholders of the Company:

   • (a) every ten (10) existing shares of HK$0.01 each in the issued share capital of the Company shall be consolidated into one (1) consolidated share of HK$0.10 (“ Consolidated Share ”) (the aforesaid consolidation of shares of the Company to be referred to as the “ Share Consolidation ”);

• For identification purposes only

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• (b) immediately following the Share Consolidation, the issued share capital of the Company shall be reduced through cancellation of (a) any fractional Consolidated Share in the share capital of the Company that may arise as a result of the Share Consolidation; and (b) the paid-up capital of the Company to the extent of HK$0.09 on each issued Consolidated Share so that the par value of each issued Consolidated Share shall be reduced from HK$0.10 to HK$0.01 so as to form a new share with a par value of HK$0.01 (“ New Share(s) ”) (the aforesaid capital reduction to be referred to as the “ Capital Reduction ”);

• (c) the entire amount standing to the credit of the share premium account of the Company shall be reduced and cancelled (the aforesaid reduction and cancellation of the share premium account to be referred to as the “ Share Premium Cancellation ”);

• (d) the credit arising from the Capital Reduction and the Share Premium Cancellation shall be transferred to the contributed surplus account of the Company to be applied to set off against the accumulated losses of the Company (together with the Share Consolidation, the Capital Reduction and the Share Premium Cancellation, the “ Capital Reorganisation ”); and

• (e) any one or more of the directors of the Company (the “ Directors ”) be and is/are hereby authorised to take all such acts and things and execute all such documents, including under seal where applicable, as he/she/they consider(s) necessary or expedient in his/her/their opinion to implement and/or give effect to the Capital Reorganisation and to aggregate all fractional entitlements to the New Shares into whole New Shares and sell them for the benefit of the Company.”

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ORDINARY RESOLUTION

2. “ THAT :

• (a) the subscription agreement (the “ Subscription Agreement ”) entered into between the Company and Billion Develop International Limited (the “ Subscriber ”) dated 4 February 2013 (as supplemented on 5 February 2013) in relation to the subscription for 170,000,000 New Shares (the “ Subscription Shares ”) at HK$0.22 per New Share, a copy of the Subscription Agreement having been produced to the SGM and marked “A” and initialed by the chairman of the SGM for the purpose of identification, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;

• (b) the allotment and issue of the Subscription Shares to the Subscriber (or its nominee) pursuant to the terms of the Subscription Agreement and the transactions contemplated thereby be and are hereby approved; and

• (c) any one or more of the Directors be and is/are hereby authorised to allot and issue the Subscription Shares in accordance with the terms of the Subscription Agreement and to do all such acts and things as he/she/they consider(s) necessary or expedient for the purpose of giving effect to the Subscription Agreement and completing the transactions contemplated thereby.”

By Order of the Board CHAN Kwong Leung, Eric Company Secretary

1 March 2013

Registered office: Principal place of business in Hong Kong: Clarendon House, Units 3303-3304, Level 33, 2 Church Street, Tower 1, Enterprise Square Five, Hamilton HM 11, 38 Wang Chiu Road, Bermuda Kowloon Bay, Kowloon, Hong Kong

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Notes:

1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint one or, if he/ she/it is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. The proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be lodged at the Company’s branch share registrars and transfer office in Hong Kong, Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be) and in default the proxy form shall not be treated as valid. Completion and return of the proxy form shall not preclude members from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should they so wish.

As at the date of this announcement, Mr. Yip Wai Lun, Alvin and Ms. Leung Mei Han are the Executive Directors and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the Independent Non-executive Directors.

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