ICO Group Limited — Proxy Solicitation & Information Statement 2015

Dec 3, 2015

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

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of AMCO United Holding Limited (“ Company ”) will be held at 10:30 a.m. on Monday, 21 December 2015 at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the agreement for sale and purchase dated 14 September 2015 entered into between Best Reward Global Limited, a wholly-owned subsidiary of the Company, as the purchaser, Mr. Lee King Yi and Madam Chung Wai Fong as the vendors in respect of the acquisition of the entire issued share capital of ACE Engineering Limited (a copy of which is marked “A” and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) (“ Acquisition Agreement ”) be and is hereby approved, confirmed and ratified and the transactions contemplated thereunder be and are hereby approved; and

• For identification purposes only

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• (b) the board of directors (“ Board ”) of the Company or a duly authorised committee thereof be and is authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as it considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the acquisition of the entire issued share capital of ACE Engineering Limited, the Acquisition Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Acquisition Agreement) as are, in the opinion of the Board or the duly authorised committee, in the interest of the Company and its shareholders as a whole.”

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

Hong Kong, 4 December 2015

Registered office: Principal place of business in Hong Kong: Clarendon House Unit 1005, 10/F 2 Church Street Tower III, Enterprise Square Hamilton HM 11 9 Sheung Yuet 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 than one proxy to attend and vote instead of him. A proxy needs 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 the SGM, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the SGM 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 certified copy of such power or authority must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, 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, and in such case, the proxy form previously submitted shall be deemed to be revoked.

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

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