ICO Group Limited — Proxy Solicitation & Information Statement 2013

Feb 28, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AMCO United Holding Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, 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 circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
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(1) PROPOSED CAPITAL REORGANISATION;

(2) PROPOSED CHANGE OF BOARD LOT SIZE;

(3) PROPOSED SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE; AND (4) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of AMCO United Holding Limited to 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 is set out on pages SGM-1 to SGM-4 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.

1 March 2013

• For identification purposes only

CONTENTS

	Page
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

EXPECTED TIMETABLE

The expected timetable for the proposed Capital Reorganisation, the change of the board lot size of the Shares and the associated trading arrangements are set out below:

2013

Latest time for lodging proxy form for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Saturday, 23 March SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 25 March Announcement of the results of the SGM . . . . . . . . . . . . . . . . by 11:00 p.m. on Monday, 25 March Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 26 March Dealings in the New Shares commence. . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Tuesday, 26 March First day of free exchange of existing share certificates for new share certificates (in light purple colour) for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 26 March Original counter for trading in the Existing Shares in board lots of 2,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Tuesday, 26 March Temporary counter for trading in the New Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) opens. . . . . . . . . . . . . . . 9:00 a.m. Tuesday, 26 March Effective date of change of board lot size from 2,000 Existing Shares to 10,000 New Shares . . . . . . . . . . . . . . . . . . . . . . . .Friday, 12 April Original counter for trading in the New Shares in new board lot of 10,000 New Shares (in the form of new share certificates) re-opens. . . . . . . . . . . . . . . . . . .9:00 a.m. Friday, 12 April Parallel trading in the New Shares (in form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. Friday, 12 April

– ii –

EXPECTED TIMETABLE

2013

Designated broker starts to stand in

the market to provide matching services

for odd lots of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. Friday, 12 April

Temporary counter for trading in the New Shares

in board lots of 200 Consolidated Shares

(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 3 May

Parallel trading in the New Shares

(in form of new share certificates and

existing share certificates) ends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 3 May

Designated broker ceases to stand in the

market to provide matching services

for odd lots of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Friday, 3 May

Last day for free exchange of existing share

certificates for new share certificates

(in light purple colour) for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 7 May

Dates and deadlines stated in this circular for events in the expected timetable are indicative only and may be extended or varied. Any changes to the expected timetable will be announced as appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

– iii –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

• “Announcement”

the announcement of the Company dated 5 February 2013 in relation to, among other things, the proposed Capital Reorganisation, the proposed change of board lot size of the Shares and the proposed Subscription under specific mandate

• “Board”

the board of the Directors

• “Bye-Laws”

the bye-laws of the Company, as amended from time to time

• “Capital Reduction”

the proposed reduction of the issued share capital of the Company through the cancellation of (a) any fractional Consolidated Share in the issued 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 will be reduced from HK$0.10 to HK$0.01

• “Capital Reorganisation”

the proposed reorganisation of the share capital of the Company by way of (i) the Share Consolidation; (ii) the Capital Reduction; (iii) the Share Premium Cancellation; and (iv) the credit arising from (ii) and (iii) to be transferred to the contributed surplus account and applied to set-off against accumulated losses of the Company

“CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Act”

The Companies Act 1981 of Bermuda, as amended, modified or supplemented from time to time

• “Company”

AMCO United Holding Limited (stock code: 630), a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

– 1 –

DEFINITIONS

• “Consolidated Share(s)” ordinary share(s) of HK$0.10 each in the issued share capital of the Company immediately after the Share Consolidation becoming effective but before the Capital Reduction

• “Convertible Notes” the convertible notes issued by the Company in the aggregate principal amount of HK$112.5 million, details of which were set out in the announcement of the Company dated 21 June 2011 and the circular of the Company dated 12 August 2011

• “Directors”

“Directors” the directors of the Company “Existing Share(s)” existing ordinary share(s) of HK$0.01 each in the share capital of the Company, before the Capital Reorganisation “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Last Trading Day” 4 February 2013, being the last trading day on which the Shares were traded on the Stock Exchange prior to the release of the Announcement “Latest Practicable Date” 27 February 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Ms. Yeung” Ms. Yeung Siu Kan, being the sole beneficial shareholder of the Subscriber “New Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company immediately upon the Capital Reorganisation becoming effective

– 2 –

DEFINITIONS

• “Performance Incentive Agreement”

• the agreement dated 4 March 2011 (as amended and restated on 27 July 2011) and entered into among the Company, Energy Best Investments Limited and Atlas Medical Limited, details of which were set out in the announcement of the Company dated 21 June 2011 and the circular of the Company dated 12 August 2011

• “Performance Incentive Shares” up to 6,700 million new Existing Shares (subject to adjustment) which may fall to be issued and allotted pursuant to the terms of the Performance Incentive Agreement

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• “SGM” the special general meeting of the Company to be convened and 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 to consider and, if thought fit, approve the proposed Capital Reorganisation and the proposed Subscription

• “Share(s)” the Existing Share(s), the Consolidated Share(s) and/or the New Share(s), as the case may be

• “Share Consolidation” the proposed consolidation of every ten (10) Existing Shares of HK$0.01 each into one (1) Consolidated Share of HK$0.10 in the issued share capital of the Company

• “Share Option Scheme” the share option scheme of the Company adopted on 12 June 2004

• “Share Options” the share options to subscribe for the Shares granted under the Share Option Scheme

• “Share Premium Cancellation” the proposed cancellation of the entire amount standing to the credit of the share premium account of the Company

• “Shareholder(s)” holder(s) of Shares

– 3 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” Billion Develop International Limited, a company incorporated in the British Virgin Islands with limited liability “Subscription” the subscription for 170,000,000 New Shares by the Subscriber pursuant to the Subscription Agreement “Subscription Agreement” the subscription agreement dated 4 February 2013 (as supplemented on 5 February 2013) and entered into between the Company and the Subscriber in relation to the Subscription “Subscription Price” being HK$0.22 per Subscription Share “Subscription Share(s)” an aggregate of 170,000,000 New Shares to be issued and allotted to the Subscriber pursuant to the Subscription Agreement “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors: Mr. YIP Wai Lun, Alvin (Chairman and Managing Director) Ms. LEUNG Mei Han

Independent Non-executive Directors: Mr. LEUNG Ka Kui, Johnny Mr. CHAN Kam Kwan, Jason Mr. LAU Man Tak

Registered office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Principal place of business in Hong Kong: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

1 March 2013

To the Shareholders and, for information only, holders of the Share Options and the Convertible Notes

Dear Sir or Madam,

(1) PROPOSED CAPITAL REORGANISATION; (2) PROPOSED CHANGE OF BOARD LOT SIZE; AND (3) PROPOSED SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the Announcement in which the Board proposed to put forward a proposal for approval by the Shareholders to effect the Capital Reorganisation, the change of the board lot size of the Shares and the Subscription under specific mandate. The purposes of this circular are to provide you with, among other things, (i) further details of the proposed Capital Reorganisation; (ii) further details of the proposed change of board lot size of the Shares; (iii) further details of the Subscription Agreement and the transactions contemplated thereunder; and (iv) a notice convening the SGM.

• For identification purposes only

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LETTER FROM THE BOARD

(1) PROPOSED CAPITAL REORGANISATION

The Board proposes to put forward a proposal for approval by the Shareholders to effect the Capital Reorganisation which involves:

• (i) Share Consolidation: the consolidation of every ten (10) issued Existing Shares of par value HK$0.01 each into one (1) issued Consolidated Share of HK$0.10;

• (ii) Capital Reduction: a reduction of the issued share capital of the Company through cancellation of (a) any fractional Consolidated Share in the issued 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 will be reduced from HK$0.10 to HK$0.01;

• (iii) Share Premium Cancellation: the entire amount standing to the credit of the share premium account of the Company will be reduced and cancelled;

• (iv) The credit arising from the Capital Reduction and the Share Premium Cancellation will be transferred to the contributed surplus account of the Company; and

• (v) The contributed surplus account of the Company will be applied to set off against accumulated losses of the Company as permitted by the laws of Bermuda and the ByeLaws.

Effect of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$400,000,000 divided into 40,000,000,000 Shares of HK$0.01 each, of which 8,758,239,861 Existing Shares were issued and credited as fully paid. Upon the proposed Capital Reorganisation becoming effective and assuming no further Shares will be issued or repurchased between the Latest Practicable Date and the effective date of the Capital Reorganisation, the issued share capital of the Company will become HK$8,758,239.86 divided into 875,823,986 New Shares of par value HK$0.01 each but the authorised share capital of the Company will remain unchanged. The resulting New Shares of par value HK$0.01 each will rank pari passu in all respects with each other. Any entitlement to fractional New Share will not be issued to the Shareholders, but will be aggregated and sold for the benefit of the Company.

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LETTER FROM THE BOARD

Based on the existing number of Existing Shares of 8,758,239,861, the credit arising from the Capital Reduction is expected to be approximately HK$78.8 million. As at 31 December 2011, the amount standing to the credit of the share premium account of the Company was approximately HK$223.8 million and the entire balance of the accumulated losses of the Company was approximately HK$249.0 million. The credit arising from the Capital Reduction and the Share Premium Cancellation will be transferred to the contributed surplus account of the Company to be applied to set off against accumulated losses of the Company as permitted by the laws of Bermuda and the Bye-Laws and the balance after such set off will remain standing to the credit of the contributed surplus account of the Company.

The implementation of the proposed Capital Reorganisation will not, of itself, alter the underlying assets, liabilities, business, operations, management and financial position of the Group or the relative interests and rights of the Shareholders, except for the payment of the related expenses by the Company. The Board believes that the Capital Reorganisation will not have any adverse effect on the financial position of the Company and that there will be no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. No capital will be lost as a result of the Capital Reorganisation and, except for the expenses involved in relation to the Capital Reorganisation which are expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reorganisation becoming effective. The Capital Reorganisation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

Conditions Precedent of the proposed Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (a) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation;

• (b) the compliance with the requirements of section 46(2) of the Companies Act and all applicable laws of Bermuda, including (i) publication of a notice in relation to the Capital Reorganisation in an appointed newspaper in Bermuda on a date not less than fifteen (15) days but not more than thirty (30) days before the date on which the Capital Reorganisation is to take effect; and (ii) that on the date on which the Capital Reorganisation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due; and

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LETTER FROM THE BOARD

• (c) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

Subject to the fulfillment of the above conditions, the effective date of the Capital Reorganisation is expected to be on Tuesday, 26 March 2013.

Reasons for the Capital Reorganisation

The Board considers that (i) the Share Consolidation will reduce the transaction costs for the dealing in the Shares, including those fees which are charged with reference to the number of board lots; and (ii) the elimination of the Company’s accumulated losses will allow greater flexibility for the Company to consider any declaration of dividends to the Shareholders if the Board sees appropriate.

In view of the above, the Directors are of the view that the Capital Reorganisation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Application for listing of the New Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

Save for the listing of the Shares on the Stock Exchange, no part of the securities of the Company is listed or dealt in on any other stock exchange and no such listing or permission to deal is being or is proposed to be sought.

All necessary arrangements will be made for the New Shares to be admitted into the CCASS established and operated by HKSCC.

(2) PROPOSED CHANGE OF BOARD LOT SIZE OF THE SHARES

The Existing Shares are trading in a board lot size of 2,000. The Board proposes to change the board lot size for trading in the Shares on the Stock Exchange from 2,000 Existing Shares to 10,000 New Shares after the Capital Reorganisation has become effective.

Based on the closing price of the Existing Shares of HK$0.023 on the Latest Practicable Date, and the existing board lot size of 2,000 Existing Shares, the prevailing board lot value is HK$46 (equivalent to HK$460 upon the Shares Consolidation becoming effective). On the basis of the aforesaid closing price and the new board lot size of 10,000 New Shares, the new board lot value would be HK$2,300. The change of board lot size will result in New Shares being traded in a more reasonable board lot size and value.

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LETTER FROM THE BOARD

Other arrangements

CCASS Eligibility

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS in the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Exchange of share certificates

Subject to the Capital Reorganisation becoming effective, the Shareholders may submit their existing share certificates (in yellow colour) for the Existing Shares to Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, being the branch share registrars and transfer office of the Company in Hong Kong, in exchange for share certificates (in light purple colour) for the New Shares free of charge during the period from Tuesday, 26 March 2013 (being the effective date of the Capital Reorganisation) to Tuesday, 7 May 2013 (both dates inclusive). After the expiry of such period, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 per share certificate (or such higher amount as allowed by the Stock Exchange from time to time) and share certificates for the Existing Shares will cease to be valid for trading but will continue to be good evidence of legal title to the New Shares.

Arrangement for matching service for odd lots

In order to alleviate the difficulties arising from the creation of odd lots of the New Shares, the Company has appointed South China Securities Limited as a designated broker to arrange for the matching of the sales and purchases of odd lots of the New Shares on behalf of the Shareholders on a best-effort basis. Shareholders who wish to take advantage of this facility, either to dispose of their odd lots or to top up to board lots of 10,000 New Shares, should contact Ms. Michelle Lee of South China Securities Limited at 28/F, Bank of China Tower, No. 1 Garden Road, Central, Hong Kong at telephone number of (852) 3196-6237 during office hours for the period from Friday, 12 April 2013 to Friday, 3 May 2013 (both dates inclusive). Shareholders should note that successful matching of the sale and purchase of odd lots of the New Shares is not guaranteed. Any Shareholder who is in doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers.

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LETTER FROM THE BOARD

(3) SUBSCRIPTION AGREEMENT

On 4 February 2013 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement.

Date: 4 February 2013 (as supplemented on 5 February 2013) Parties: the Company, as the issuer; and

Billion Develop International Limited, as the Subscriber

The Subscriber is an investment holding company, which is wholly and beneficially owned by Ms. Yeung. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Subscriber and Ms. Yeung are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Ms. Yeung is introduced to the Company by a business acquaintance of Ms. Leung Mei Han, an executive Director. As far as the Directors are aware, the Subscriber intends to be a passive financial investor. There has been no discussion for Ms. Yeung to nominate any person to the Board.

Number of Subscription Shares

Pursuant to the Subscription Agreement, the Company has conditionally agreed to issue and allot to the Subscriber, and the Subscriber has conditionally agreed to subscribe for 170,000,000 Subscription Shares (which are New Shares following the completion of the Capital Reorganisation), representing (i) approximately 19.41% of the then issued share capital of the Company immediately upon the Capital Reorganisation becoming effective but before completion of the Subscription (assuming that there will be no change in the issued share capital of the Company from the Latest Practicable Date to the completion of the Capital Reorganisation save for the Capital Reorganisation); and (ii) approximately 16.26% of the enlarged issued share capital of the Company immediately after the issue and allotment of the Subscription Shares (assuming that there will be no change in the issued share capital of the Company from the Latest Practicable Date to the completion of the Subscription save for the Capital Reorganisation and the issue of the Subscription Shares).

The Subscription Shares, when issued and fully-paid, will rank pari passu in all respects among themselves and with all other New Shares in issue as at the date of issue and allotment of the Subscription Shares.

– 10 –

LETTER FROM THE BOARD

Subscription Price

The aggregate amount payable for the Subscription Shares will be HK$37,400,000. The Subscription Price of HK$0.22 per Subscription Share represents:

• (i) a discount of approximately 31.3% to the adjusted closing price of HK$0.32 per New Share, based on the closing price of HK$0.032 per Existing Share as quoted on the Stock Exchange on the Last Trading Day and adjusted for the effect of the Share Consolidation;

• (ii) a discount of approximately 31.3% to the adjusted average of the closing prices of approximately HK$0.32 per New Share, based on the average of the closing prices of approximately HK$0.032 per Existing Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day and adjusted for the effect of the Share Consolidation;

• (iii) a discount of approximately 29.0% to the adjusted average of the closing prices of approximately HK$0.31 per New Share, based on the average of the closing prices of approximately HK$0.031 per Existing Share as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the Last Trading Day and adjusted for the effect of the Share Consolidation;

• (iv) a discount of approximately 24.1% to the adjusted average of the closing prices of approximately HK$0.29 per New Share, based on the average of the closing prices of approximately HK$0.029 per Existing Share as quoted on the Stock Exchange for the 20 consecutive trading days up to and including the Last Trading Day and adjusted for the effect of the Share Consolidation;

• (v) a discount of approximately 21.4% to the adjusted average of the closing prices of approximately HK$0.28 per New Share based on the average of the closing prices of approximately HK$0.028 per Existing Share as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the Last Trading Day and adjusted for the effect of the Share Consolidation; and

• (vi) a discount of approximately 4.3% to the adjusted closing price of HK$0.23 per New Share, based on the closing price of HK$0.023 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date and adjusted for the effect of the Share Consolidation.

– 11 –

LETTER FROM THE BOARD

The aggregate amount payable for the Subscription Shares of HK$37,400,000 is payable in cash by the Subscriber to the Company in the following manner:

• (i) HK$3,740,000 has been paid by the Subscriber as deposit (the “ Deposit ”) and towards partial payment for the Subscription; and

• (ii) the balance in the sum of HK$33,660,000 shall be paid by the Subscriber upon completion of the Subscription.

The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber with reference to the market prices of the Shares prevailing in the month of January 2013 prior to the parties commenced their discussions on the Subscription in the week of 21 January 2013 and the number of Shares subject to the Subscription.

In agreeing to the Subscription Price, the Board has taken into consideration the following factors:

• (i) as mentioned above, the Subscription Price represented a discount of approximately 31.3% to the adjusted closing price (adjusted for the effect of the Share Consolidation) of HK$0.32 per New Share on the Last Trading Day, and that the average of the closing prices (adjusted for the effect of the Share Consolidation) for the five consecutive trading days up to and including the Last Trading Day was also HK$0.32 per New Share;

• (ii) notwithstanding sub-paragraph (i) above, it is noted that from 2 January 2013 (being the first trading day in January 2013) to 21 January 2013 (after trading hours and being the date on which the parties commenced their discussions on the Subscription), the closing prices of the Shares (adjusted for the effect of the Share Consolidation) ranged from HK$0.25 per New Share to HK$0.29 per New Share, and on average of HK$0.272 per New Share (adjusted for the effect of the Share Consolidation) (the “ Reference Average Price ”). The Subscription Price represented a discount of approximately 19.1% to the Reference Average Price;

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LETTER FROM THE BOARD

• (iii) during the period from 22 January 2013 up to 4 February 2013 (being the date of signing of the Subscription Agreement), the closing prices of the Shares (adjusted for the effect of the Share Consolidation) ranged from HK$0.29 per New Share to HK$0.34 per New Share, and on average of HK$0.31 per New Share (adjusted for the effect of the Share Consolidation). Although the market prices of the Existing Shares had increased significantly since commencement of discussions on the Subscription between the parties as particularly described above, the Subscriber had taken note of trading prices of the Existing Shares prior to the said discussion and had made references to such in the negotiation. In view of the surge in the market price of the Existing Shares in the short period prior to the date of the Subscription Agreement, the Board considers that it would be acceptable to agree on the Subscription Price by reference to the market prices prevailing before the commencement of the discussions; and

• (iv) the trading volume of the Existing Shares on the Stock Exchange has been relatively thin historically. In view of the number of Subscription Shares involved, being 170,000,000 New Shares, and that the Subscriber is a passive financial investor, it is reasonable to provide some discount to market price as an incentive for the Subscriber to invest in the Company.

On the above basis and given that the Subscription Agreement is a binding agreement on both parties to complete the Subscription, subject to the fulfillment of the conditions precedent as described above, the Board considers that the Subscription Agreement provides a good opportunity for the Company to strengthen its capital base and to provide additional working capital to the Group. The Directors consider that the Subscription Price is fair and reasonable and the Subscription is in the interests of the Company and Shareholders as a whole.

Specific Mandate

The Subscription Shares will be issued and allotted under a specific mandate to be sought from the Shareholders at the SGM.

– 13 –

LETTER FROM THE BOARD

Conditions Precedent of the Subscription

Pursuant to the Subscription Agreement, completion of the Subscription is conditional upon the following conditions precedent being fulfilled:

• (i) the Capital Reorganisation becoming effective;

• (ii) passing of the necessary resolutions in respect of the Capital Reorganisation and the Subscription at the SGM by way of poll by the Shareholders;

• (iii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares;

• (iv) if necessary, the Bermuda Monetary Authority granting consent to the issue and allotment of the Subscription Shares; and

• (v) all necessary approvals and permits required to be obtained by the Company and the Subscriber in respect of the Subscription having been obtained.

If all the conditions precedent have not been fulfilled at or before 5:00 p.m. on 28 March 2013 (or such other date as may be agreed between the Company and the Subscriber), the obligations and liabilities of the parties under the Subscription Agreement shall terminate (save and except for the provisions governing announcement, governing law and jurisdiction) and none of the parties shall have any claim against the other in respect of any matter in connection with the Subscription Agreement save for any antecedent breach thereof. In such event, the Company shall refund the Deposit (without interest) to the Subscriber.

Completion

Completion of the Subscription will take place on the second business day (or such other date as may be agreed by the Company and the Subscriber) after all the conditions of the Subscription have been fulfilled.

– 14 –

LETTER FROM THE BOARD

If after fulfillment of the above conditions precedent, completion of the Subscription does not take place due to the default of the Subscriber, the Company shall be entitled to forfeit the Deposit as agreed liquidated damages, but if completion of the Subscription does not take place due to the default of the Company, the Company shall refund the Deposit (without interest) and compensate a sum of HK$3,740,000 to the Subscriber as agreed liquidated damages, in each case, the party not in default shall not make any further claim of any nature against the defaulting party or seek for any specific performance of the Subscription Agreement.

Reasons for the Subscription and use of proceeds

The Group is principally engaged in the manufacture and sale of medical devices and manufacture and sale of plastic moulding products. As stated in the interim report of the Company for the six months ended 30 June 2012, the Board was considering various alternatives to further strengthen the capital base of the Company in order to provide adequate funding to the Group for its ongoing business development. The Board considers the Subscription offers good opportunities to raise further capital and broaden the capital base of the Company thereby strengthening the financial position of the Group. As for other alternative fund raising methods such as rights issue and open offer, most would require the Company to procure commercial underwriting which might take a considerable time to consummate and reach a successful conclusion with professional underwriters in the market. This would pose a considerable high completion risk to the exercise given the volatility of the market. On the other hand, the Subscription is a direct and an effective way for the Company to raise additional capital in the current market. The net proceeds from the Subscription is expected to be approximately HK$34.9 million, representing the net Subscription Price of approximately HK$0.21 per Subscription Share. It is expected that the net proceeds from the Subscription of approximately HK$24.9 million will be used for general working capital of the Group, including but not limited to, payment of operating expenses like rental and staff cost, purchase of raw material and the remaining balance of the net proceeds of approximately HK$10.0 million will be applied to the Group’s future business development. The Company is looking for expansion in its business in the areas of medical and health care market sector and in business which will provide a recurring source of income. As at the Latest Practicable Date, and save as previously disclosed, the Board had not identified any potential target for investment or acquisition.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

– 15 –

LETTER FROM THE BOARD

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The changes in the shareholding structure of the Company arising from the Capital Reorganisation and the Subscription will be as follows (assuming there will be no other change in the shareholding structure of the Company immediately after the Latest Practicable Date and prior to the completion of the Subscription):

Almeco United Group Limited (Note 1) Titron Group Holdings Limited (Note 1) Qshare Holding Limited (Note 2) Mr. Leung Ka Kui, Johnny (Note 3) The Subscriber Public Shareholders Total	As at the Latest Practicable Date Number of Existing Shares Approximate % 1,456,589,220 16.63% 6,300,000 0.07% 1,462,889,220 16.70% 2,181,160,000 24.90% 290,000 0.00% – 0.00% 5,113,900,641 58.40% 8,758,239,861 100.00%	Upon completion of the Capital Reorganisation and the Subscription Number of New Shares Approximate % 145,658,922 13.93% 630,000 0.06% 146,288,922 13.99% 218,116,000 20.86% 29,000 0.00% 170,000,000 16.26% 511,390,064 48.89% 1,045,823,986 100.00%	Upon completion of the Capital Reorganisation and the Subscription Number of New Shares Approximate % 145,658,922 13.93% 630,000 0.06% 146,288,922 13.99% 218,116,000 20.86% 29,000 0.00% 170,000,000 16.26% 511,390,064 48.89% 1,045,823,986 100.00%
			100.00%

Notes:

1. Mr. Yip Wai Lun, Alvin, an executive Director, holds the entire issued share capital of Almeco United Group Limited and 42.50% of the issued share capital of Titron Group Holdings Limited respectively. Accordingly, Mr. Yip Wai Lun, Alvin, is deemed to be interested in 1,456,589,220 Existing Shares held by Almeco United Group Limited and 6,300,000 Shares held by Titron Group Holdings Limited, respectively, by virtue of the SFO.

2. Ms. Leung Mei Han, an executive Director, holds the entire issued share capital of Qshare Holding Limited. Accordingly, Mr. Leung Mei Han, is deemed to be interested in 2,181,160,000 Existing Shares held by Qshare Holding Limited by virtue of the SFO.

3. Mr. Leung Ka Kui, Johnny is an independent non-executive Director.

– 16 –

LETTER FROM THE BOARD

As illustrated in the table above, assuming there will be no other change in the shareholding structure of the Company immediately after the Latest Practicable Date and prior to completion of the Subscription, the aggregate shareholding of the public Shareholders would decrease from approximately 58.40% to approximately 48.89% upon completion of the Subscription, representing a dilution of approximately 16.28%. Taking into account the reasons for and potential benefits of the Subscription as discussed above, the Board considers such dilution of shareholding of the Shareholders to be acceptable.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save for the Subscription, the Company has not conducted any equity fund raising activities in the past 12 months before the Latest Practicable Date.

ADJUSTMENTS IN RELATION TO THE OUTSTANDING SHARE OPTIONS, THE OUTSTANDING CONVERTIBLE NOTES AND THE PERFORMANCE INCENTIVE SHARES

As at the Latest Practicable Date, the Company had (i) 19,404,265 outstanding Share Options granted to certain Directors and employees of the Group, carrying rights to subscribe for a total of 19,404,265 Existing Shares; (ii) Convertible Notes in the outstanding principal amount of HK$40,043,810, convertible into 800,876,200 Existing Shares at HK$0.05 per Existing Share (subject to adjustment); and (iii) Performance Incentive Shares of up to 6,700,000,000 outstanding new Shares (subject to adjustment) as may be issued at HK$0.05 per Existing Share (subject to adjustment).

Save as disclosed above, the Company does not have any other outstanding share options, convertible notes, performance incentive shares or securities in issue which are convertible or exchangeable into Shares. As the Capital Reorganisation will cause adjustments to (i) the aggregate number of the New Shares to be issued and allotted upon exercise of the subscription rights attached to the outstanding Share Options and upon exercise of the conversion rights attached to the Convertible Notes; and (ii) the exercise price of the Share Options, the conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares, the Company will notify the holders thereof by way of announcement regarding adjustments to be made (if any) pursuant to the terms and conditions of the Share Options Scheme, the instrument creating the Convertible Notes and the Performance Incentive Agreement, respectively. Further announcement will be made by the Company as and when appropriate in this regard.

– 17 –

LETTER FROM THE BOARD

SGM

The Subscription is conditional on, among other things, the Capital Reorganisation becoming effective. Each of the proposed Capital Reorganisation and the proposed Subscription is conditional upon, among other things, the approval by the Shareholders by way of poll at the SGM. To the best information, belief and knowledge of the Directors, the Subscriber and its associates (as defined in the Listing Rules) do not hold any Shares. None of the Shareholders or their associates (as defined in the Listing Rules) would have any interest in the Capital Reorganisation and the Subscription, which is different from that of other Shareholders. Accordingly, no Shareholders would be required to abstain from voting at the SGM.

A proxy form for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete and sign the accompanying proxy form in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

WARNING

Shareholders and potential investors should be aware of and take note that each of the proposed Capital Reorganisation and the proposed Subscription is conditional upon satisfaction of the conditions precedent set out in the paragraphs headed “Conditions Precedent of the proposed Capital Reorganisation” and “Conditions Precedent of the Subscription” above respectively, and therefore may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

RECOMMENDATION

The Directors believe the proposals for the Capital Reorganisation, the change of board lot size of the Shares and the Subscription are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders should vote in favour of all the resolutions proposed at the SGM to approve the aforesaid.

Yours faithfully, For and on behalf of the Board

YIP Wai Lun, Alvin

Chairman and Managing Director

– 18 –

NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
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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:

2. (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

SGM – 1

NOTICE OF SPECIAL GENERAL MEETING

• (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.”

SGM – 2

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTION

1. “ THAT :

2. (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;

3. (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

4. (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: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Principal place of business in Hong Kong: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

SGM – 3

NOTICE OF SPECIAL GENERAL MEETING

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. A proxy form for use at the SGM is enclosed herewith.

4. 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.

SGM – 4