ICO Group Limited — Proxy Solicitation & Information Statement 2015

Oct 30, 2015

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 (“ Company ”), 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 and The Stock Exchange of Hong Kong 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.

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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
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PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; RE-ELECTION OF DIRECTORS; AND NOTICE OF SGM

Placing Agent

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A notice convening the special general meeting of the Company to be held at 11:00 a.m. on Wednesday, 18 November 2015 at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out on pages SGM-1 to SGM-3 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 registrar and transfer office in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, 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, and in such case, the proxy form previously submitted shall be deemed to be revoked.

2 November 2015

• For identification purposes only

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the Board
(I)	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(II)	SM Placing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
(III)	Fund raising activities of the Company
	in the 12 months immediately preceding
	the Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
(IV)	Effects on shareholding structure of the Company . . . . . . . . . . . . . . . . . . . .	24
(V)	Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
(VI)	SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
(VII)	Responsibility statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
(VIII) Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		26
Appendix	– Details of the Directors proposed to be re-elected. . . . . . . . . . . . . . . .	27
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		SGM-1

– i –

DEFINITIONS

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

• “ACE Engineering”

ACE Engineering Limited, a company incorporated in Hong Kong with limited liability, which is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong

• “ACEE Acquisition”

the acquisition of the entire issued share capital of ACE Engineering as contemplated under the conditional sale and purchase agreement dated 14 September 2015 entered into between a wholly-owned subsidiary of the Company and two Independent Third Parties, details of which were disclosed in the announcement of the Company dated 14 September 2015

• “acting in concert”

has the meaning ascribed to it in the Code on Takeovers and Mergers of Hong Kong

• “AGM”

the annual general meeting of the Company held on 30 June 2015 at which, among other things, the General Mandate was granted to the Directors

“associate”

has the meaning ascribed to it in the Listing Rules

• “BFG”

Bonus First Group Limited, a company incorporated in the British Virgin Islands with limited liability, which is principally engaged in investment holding and is the sole owner of a commercial property located at Office 503 (also known as Unit 503), 5th Floor, Wing On House, No. 71 Des Voeux Road Central, Hong Kong

• “BFG Acquisition”

the acquisition of the entire issued share capital of BFG as contemplated under the conditional sale and purchase agreement dated 6 October 2015 entered into between the Company and an Independent Third Party, details of which were disclosed in the announcement of the Company dated 6 October 2015

– 1 –

DEFINITIONS

“Board”

the board of Directors

• “Business Day”

any day (not being a Saturday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“Company” AMCO United Holding Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange

• “connected person(s)”

has the meaning ascribed to it in the Listing Rules

• “Director(s)”

director(s) of the Company

“General Mandate”

the general mandate granted to the Directors at the AGM to allot, issue or deal with up to 61,297,264 Shares

• “GM Placing”

the offer by way of private placing of the GM Placing Shares by the Placing Agent for subscription by the Placee(s), failing which, by the Placing Agent itself, on the terms and subject to the conditions set out in the GM Placing Agreement, the completion of which took place on 24 July 2015

• “GM Placing Agreement”

the conditional placing agreement entered into between the Company and the Placing Agent dated 14 July 2015 in relation to the GM Placing under the General Mandate

• “GM Placing Shares”

• 61,200,000 new Shares placed pursuant to the GM Placing Agreement and each a “GM Placing Share”

• “Group”

the Company and its subsidiaries

“HK$”

the Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

– 2 –

DEFINITIONS

• “Independent Third Party(ies)”

• “Latest Practicable Date”

• “Listing Rules”

• “Placee(s)”

• “Placing Agent”

• “Previous SM Placing Price”

• “SGM”

• “Share(s)”

third party(ies) independent of the Company and not connected nor acting in concert with any of the connected persons of the Company or their respective associates

• 28 October 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

any individual, corporate, institutional investors or other investors procured or to be procured by or on behalf of the Placing Agent under the GM Placing or (as the case may be) the SM Placing

Gransing Securities Co., Limited, a licensed corporation to carry out business in type 1 regulated activity (dealing in securities), type 4 regulated activity (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

HK$0.328 per SM Placing Share pursuant to the SM Placing Agreement under the original structure of the SM Placing (i.e. the placing of up to 612,900,000 new Shares)

the special general meeting of the Company convened to be held at 11:00 a.m. on Wednesday, 18 November 2015 at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or any adjournment thereof for the Shareholders to consider and, if thought fit, approve, (i) the SM Placing Agreement and the transactions contemplated thereunder including the grant of the Specific Mandate and (ii) the re-election of Directors

ordinary share(s) of HK$0.01 each in the share capital of the Company

– 3 –

DEFINITIONS

• “Shareholder(s)”

holder(s) of the Share(s)

• “SM Placing”

• the proposed offer by way of private placing of the SM Placing Shares by or on behalf of the Placing Agent to the Placee(s), on a best endeavour basis, on the terms and subject to the conditions set out in the SM Placing Agreement

• “SM Placing Agreement”

• the conditional placing agreement entered into between the Company and the Placing Agent dated 14 July 2015 (as varied and supplemented by the Supplemental SM Placing Agreement and a confirmation letter dated 27 October 2015 signed by the Company and the Placing Agent) in relation to the SM Placing under the Specific Mandate

• “SM Placing Price”

• HK$0.230 per SM Placing Share

• “SM Placing Shares”

• a maximum of 874,100,000 new Shares proposed to be placed pursuant to the SM Placing Agreement and each a “SM Placing Share”

• “Specific Mandate” the special mandate to be granted by the Shareholders to the Board at the SGM for the allotment and issue of the SM Placing Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Supplemental SM Placing Agreement”

the placing agreement supplemental to the SM Placing Agreement dated 31 August 2015, details of which were set out in the announcement of Company dated 31 August 2015

• “%”

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: Registered office: Mr. YIP Wai Lun, Alvin Clarendon House (Chairman and Managing Director) 2 Church Street Ms. LEUNG Mei Han Hamilton HM 11 Mr. CHENG Kin Chor Bermuda Mr. LEUNG Kelvin Ming Yuen Principal place of business Independent non-executive Directors: in Hong Kong: Mr. WONG Siu Ki Unit 1005, 10/F Mr. CHAN Ngai Sang Kenny Tower III, Enterprise Square Mr. LI Kwok Fat 9 Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong

2 November 2015

To the Shareholders

Dear Sir or Madam

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE AND RE-ELECTION OF DIRECTORS

(I) INTRODUCTION

References are made to the announcements of the Company dated 14 July 2015, 24 July 2015, 31 August 2015 and 27 October 2015.

• For identification purposes only

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LETTER FROM THE BOARD

After trading hours on 14 July 2015, the Company entered into the GM Placing Agreement and the SM Placing Agreement with the Placing Agent in relation to the GM Placing and the SM Placing respectively. The completion of the GM Placing in respect of 61,200,000 GM Placing Shares took place on 24 July 2015.

The purpose of this circular, among other matters, is to provide you with relevant information regarding (i) further details of the SM Placing and (ii) the re-election of Directors, and to give you notice of the SGM.

(II) SM PLACING

The principal terms of the SM Placing Agreement are set out below:

1. SM Placing Agreement

Date:

14 July 2015 (date of the original SM Placing Agreement)

31 August 2015 (date of the Supplemental SM Placing Agreement)

27 October 2015 (date of a confirmation letter signed between the Company and the Placing Agent for extending the SM Long Stop Date (as defined below) to 30 November 2015)

Issuer:

The Company

Placing Agent:

Gransing Securities Co., Limited

The Placing Agent has conditionally agreed to procure, on a best endeavour basis, as placing agent of the Company, Placee(s) to subscribe, up to 874,100,000 SM Placing Shares. The Placing Agent will receive a placing commission of 3.0% of the aggregate SM Placing Price for the SM Placing Shares actually placed by or on behalf of the Placing Agent on behalf of the Company in pursuance of its obligations under the SM Placing Agreement. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

– 6 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees:

The SM Placing Shares are to be placed to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties. The Placing Agent has undertaken to the Company that except with the consent of the Company, none of the Placees would, immediately upon completion of the SM Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company.

SM Placing Price:

The Previous SM Placing Price at which each Share under the original structure of the SM Placing as announced by the Company on 14 July 2015 (i.e. the placing of up to 612,900,000 new Shares) would be issued was fixed at HK$0.328. The Previous SM Placing Price of HK$0.328 per SM Placing Share represented:

• (i) a discount of 18.0% to the closing price of HK$0.400 per Share as quoted on the Stock Exchange on the date of the SM Placing Agreement; and

• (ii) a discount of approximately 8.9% to the average closing price of HK$0.360 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the SM Placing Agreement.

Pursuant to the Supplemental SM Placing Agreement, the SM Placing Price was fixed at HK$0.230 per each SM Placing Share. Such SM Placing Price of HK$0.230 per SM Placing Share represents:

• (i) a discount of approximately 48.31% to the closing price of HK$0.445 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (ii) a discount of approximately 20.69% to the closing price of HK$0.290 per Share as quoted on the Stock Exchange on the date of the Supplemental SM Placing Agreement;

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LETTER FROM THE BOARD

• (iii) a discount of approximately 19.86% to the average closing price of HK$0.287 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Supplemental SM Placing Agreement; and

• (iv) a premium of approximately 79.69% to the unaudited consolidated net asset value of the Group as at 30 June 2015 of approximately HK$0.128 per Share, based on the unaudited consolidated net asset value of the Group as at 30 June 2015 of approximately HK$39,179,000 and the number of Shares in issue as at 30 June 2015 (i.e. 306,486,321 Shares).

The SM Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares and the capital requirement for the future development of the Group. The Board has made reference to (i) the fluctuation of the market prices of the Shares in the past 12 months before the date of the SM Placing Agreement with the closing prices of the Shares ranging from HK$0.28 per Share to HK$1.13 per Share; and (ii) the placings announced by other companies listed on the Stock Exchange for a period of three calendar months immediately prior to the date of the SM Placing Agreement, and identified an exhaustive list of twenty placings (“ Placing Comparables ”). The Board considered that the Placing Comparables in such three calendar months (instead of the past 12 months before the date of the SM Placing Agreement) could better reflect the then recent trend of discounts to market price of the relevant shares. Also, taking into account the recent volatility of the market price of the Shares, the Board considered that making reference to the fluctuation of the market prices of the Shares in the past 12 months before the date of the SM Placing Agreement and the Placing Comparables during the three calendar months before the date of the SM Placing Agreement is fair and reasonable.

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LETTER FROM THE BOARD

The details of the Placing Comparables which were all issued under specific mandate are set out as follows:

									Average price
									of the shares
									as quoted on
					Size of				the Stock
					placing as				Exchange for	Discount to
					compared to		Closing price		the five	5 days average
					the then		of the shares	Discount to	consecutive	closing price
					existing issued		as quoted on	closing price	trading days	of the shares
					share capital		the Stock	of the	immediately	immediately
			Approximate		of the		Exchange on	shares on	prior to	prior to
			total gross		company as		the date of	the date of	the date of	the date of
	Stock	Date of	proceeds	Number of	at the date of	Placing	the placing	the placing	the placing	the placing
Company	code	announcement	raised	placing shares	announcement	price	agreement	agreement	agreement	agreement
			(HK$’ million)		(%)	(HK$)	(HK$)	(%)	(HK$)	(%)
Jun Yang Solar Power Investemnets Limited	397	10 July 2015	1,360	8,604,700,000	129.01%	0.158	0.193	18.13%	0.1786	11.53%
GreaterChina Professional Services Limited	8193	10 July 2015	260	2,600,000,000	303.04%	0.1	0.39	74.36%	0.437	77.12%
China Mobile Games and Cultural	8081	09 July 2015	250	2,500,002,000	78.10%	0.1	0.141	29.08%	0.1502	33.42%
Investment Limited
Kingston Financial Group Limited	1031	26 June 2015	3,875	1,761,250,000	12.94%	2.2	3.56	38.20%	3.61	39.06%
China Investment Fund Company Limited	612	23 June 2015	500	1,000,000,000	108.9%	0.5	0.69	27.50%	0.716	30.20%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
Ceneric (Holdings) Limited	542	18 June 2015	375	2,500,000,000	129.42%	0.15	0.41	63.41%	0.371	59.57%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
CITIC Securities Company Limited	6030	15 June 2015	27,060	1,100,000,000	93.35%	24.6	30.25	18.68%	30.36	18.97%
					(Note 3)		(Note 3)	(Note 3)	(Note 3)	(Note 3)
OP Financial Investments Limited	1140	01 June 2015	1,350	900,000,000	95.60%	1.5	2.14	29.91%	1.88	20.21%
AID Partners Capital Holdings Limited	8088	07 June 2015	500	2,272,720,000	68.42%	0.22	0.31	29.03%	0.32	31.25%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
Universe International Holdings Limited	1046	26 May 2015	200	586,350,000	196.51%	0.3411	0.8	57.36%	0.742	54.03%
Emperor Capital Group Limited	717	26 May 2015	834	556,002,000	21.12%	1.5	1.72	12.79%	1.57	4.46%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
China 3D Digital Entertainment Limited	8078	26 May 2015	200	358,000,000	226.00%	0.56	1.175	52.34%	1.1	49.09%
Brilliant Circle Holdings International	1008	22 May 2015	136	80,000,000	5.40%	1.7	1.76	3.40%	1.75	2.90%
Limited
China Strategic Holdings Limited	235	20 May 2015	1,050	7,000,000,000	105.13%	0.15	0.295	49.15%	0.257	41.63%
Honbridge Holdings Limited	8137	07 May 2015	844	754,000,000	11.30%	1.12	2.62	57.30%	2.56	56.30%
							(Note 1)	(Note 2)
New Silkroad Culturaltainment Limited	472	04 May 2015	396	600,000,000	35.96%	0.66	0.8	17.50%	0.728	9.30%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
Kong Sun Holdings Limited	295	28 April 2015	1,404	1,170,000,000	13.54%	1.2	1.69	28.99%	1.568	23.47%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
China Aluminum Cans Holdings Limited	6898	28 April 2015	120	49,800,000	12.30%	2.41	2.55	5.50%	2.508	3.90%
							(Note 1)	(Note 2)
Hybrid Kinetic Group Limited	1188	22 April 2015	547	1,479,714,000	9.77%	0.37	0.44	15.91%	0.431	14.15%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
Shougang Concord Grand (Group) Limited	730	15 April 2015	246	600,000,000	52.07%	0.41	0.445	7.87%	0.437	6.18%
							(Note 1)	(Note 2)	(Note 1)	(Note 2)
Maximum discount								74.36%		77.12%
Minimum discount								3.40%		2.90%
Average								31.82%		29.34%
Company	630	14 July 2015,	201	874,100,000	237.73%	0.230	0.290	20.69%	0.287	19.86%
		31 August 2015
		and 27 October
		2015

– 9 –

LETTER FROM THE BOARD

Notes:

1. The closing price of the shares as quoted on the Stock Exchange on the last trading day or the average closing price of the shares as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the last trading day, as the case may be, was recorded.

2. The discount of the placing price was calculated by (i) the closing price of the shares as quoted on the Stock Exchange on the last trading day or (ii) the average closing price of the shares as quoted on the Stock Exchange for the last five trading days immediately prior to the last trading day or for the last five trading days up to and including the last trading day, as the case may be.

3. As the placing shares were all H shares and CITIC Securities Company Limited is a H shares-listed company, these figures were recorded and/or calculated based on its total issued H shares or the closing price of its H shares as quoted on the Stock Exchange on the date of the placing agreement or the average closing price of its H shares as quoted on the Stock Exchange for the five trading days before the date of the placing agreement.

Taking into consideration that (i) the funding need of approximately HK$194.5 million as stated in the paragraph headed “2. Reasons for the SM Placing and use of proceeds” below; (ii) the SM Placing Price is within the range of discount of the Placing Comparables; (iii) the dilution impact of the SM Placing to the current shareholding of the Company; (iv) the SM Placing is subject to the Shareholders’ approval at the SGM; and (v) the trading price of the Shares on 31 August 2015 closed at HK$0.290 per Share, which is below the Previous SM Placing Price of HK$0.328 per Share proposed to be issued under the original structure of the SM Placing, the Directors are of the view that the proposed discount of the SM Placing Price to the market price of the Shares and the number of the SM Placing Shares are appropriate. The Directors consider that the terms of the SM Placing Agreement (including the placing commission) and the terms of the Supplemental SM Placing Agreement (including the SM Placing Price and the number of the SM Placing Shares) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Taking into consideration that (i) the Placing Agent had acted as the placing agent of the Company for the placing of 350,320,000 shares of the Company in 2014 which were successfully placed to placees; and (ii) the Company considers it is important to keep inside information confidential pending an announcement and not putting any person in a privileged dealing position and as the then proposal for the SM Placing is highly material and price sensitive information, the Company did not consider approaching multiple potential placing agents without prior business relationship to be conducive to compliance with the relevant laws and regulations, the Company had only approached the Placing Agent in relation to the SM Placing and the terms of the SM Placing Agreement (including the SM Placing Price and the number of SM Placing Shares) were the best available terms obtained by the Company after negotiation with the Placing Agent.

– 10 –

LETTER FROM THE BOARD

Assuming all the SM Placing Shares have been placed, the maximum gross proceeds from the SM Placing will be approximately HK$201.0 million and the maximum net proceeds from the SM Placing will be approximately HK$194.5 million (after deduction of commission and other expenses of the SM Placing). On such basis, the net issue price will be approximately HK$0.223 per SM Placing Share.

SM Placing Shares:

The maximum number of 874,100,000 SM Placing Shares represent (i) approximately 237.73% of the issued share capital of the Company as at the date of the Supplemental SM Placing Agreement; (ii) approximately 237.73% of the issued share capital of the Company as at the Latest Practicable Date; and (iii) approximately 70.39% of the issued share capital of the Company as at the Latest Practicable Date as enlarged by the SM Placing (assuming the maximum number of the SM Placing Shares are placed). The aggregate nominal value of the maximum number of the SM Placing Shares will be HK$8,741,000.

Ranking of the SM Placing Shares:

The SM Placing Shares will rank, when issued and fully paid up, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the SM Placing Shares.

Conditions of the SM Placing:

Completion of the SM Placing is conditional upon:

• (i) the Stock Exchange granting the listing of, and permission to deal in, all of the SM Placing Shares to be placed pursuant to the SM Placing Agreement; and

• (ii) the Specific Mandate being obtained at the SGM.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure satisfaction of the above conditions prior to 4:00 p.m. on 30 November 2015 or such other date as the Company and the Placing Agent may agree in writing (“ SM Long Stop Date ”) (as contemplated under the confirmation letter dated 27 October 2015 signed by the Company and the Placing Agent in relation to the extension of the SM Long Stop Date from 31 October 2015 (or such other date as the Company and the Placing Agent may agree in writing) to 30 November 2015 (or such other date as the Company and the Placing Agent may agree in writing), details of which were disclosed in the announcement of the Company dated 27 October 2015). If the above conditions are not satisfied by the SM Long Stop Date, all obligations of the

– 11 –

LETTER FROM THE BOARD

Placing Agent and of the Company under the SM Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the SM Placing Agreement (save in respect of any antecedent breaches of any obligation thereunder).

The Company will ensure that completion of the SM Placing shall take place within one month after the Shareholders’ approval of the Specific Mandate being obtained at the SGM. In the event that the parties to the SM Placing Agreement wish to extend the SM Long Stop Date to a date which is beyond the one-month period after the date of the SGM, the Company will re-comply with the relevant Listing Rules.

As at the Latest Practicable Date, none of the conditions above have been fulfilled.

Completion:

Completion of the SM Placing shall take place on the third Business Day after the fulfillment of all the above conditions or on such other date as the Company and the Placing Agent may agree in writing.

Force majeure:

The Placing Agent reserves its right to terminate the SM Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the date of completion of the SM Placing if, in the reasonable opinion of the Placing Agent, after consultation with the Company:

• (1) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the SM Placing; or

• (2) there is any breach of the warranties, representations and undertakings given by the Company in the SM Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the SM Placing.

The Directors are not aware of the occurrence of any of such events as at the Latest Practicable Date.

– 12 –

LETTER FROM THE BOARD

Mandate to issue the SM Placing Shares:

The SM Placing Shares proposed to be issued under the SM Placing Agreement will be issued pursuant to the Specific Mandate to be obtained at the SGM.

The SM Placing is subject to termination by the Placing Agent under certain circumstances as set out in the above sub-paragraph headed “(II) SM Placing Agreement – Force majeure” in this letter. In the event that the Placing Agent exercises its right to terminate the SM Placing Agreement in accordance with the terms therein, the SM Placing will not proceed.

In addition, completion of the SM Placing is subject to the fulfilment of the conditions as set out in the SM Placing Agreement, the SM Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

Application for listing

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the SM Placing Shares.

2. Reasons for the SM Placing and use of proceeds

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; and (iv) the provision of human resources management services.

The Company has considered alternative fund raising methods, such as rights issue and debt financing and bank borrowing. As disclosed in the announcements of the Company dated 23 June 2015 and 7 July 2015, the underwriting agreement dated 23 June 2015 entered into between the Company and the underwriter, SBI China Capital Financial Services Limited, in relation to the proposed rights issue of 919,458,963 Shares on the basis of three rights shares for every one Share was terminated as the parties did not come to any agreement on the revised structure of the proposed rights issue and in light of the then market sentiment. In view of that (i) debt financing and bank borrowing would result in additional interest burden and deteriorate the gearing position of the Group; (ii) the Group has strived to propose to raise funds by way of rights issue but the aforesaid proposed rights issue did not proceed; and (iii) the advantages in fund raising by way of the SM Placing as disclosed below, the Board considers that the fund raising through the SM Placing is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

The Directors are of the view that the SM Placing can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The SM Placing also represents good opportunities to broaden the shareholders’ base and the capital base of the Company. The Directors consider that the SM Placing is in the interest of the Company and the Shareholders as a whole.

As disclosed in the announcement of the Company dated 12 January 2015, the Group would cease the operation of plastics moulding business by the end of the first quarter of 2015. As further updated by the Group in the announcement of the Company dated 14 July 2015, in the first half year of 2015, the Group has ceased the production of majority of the products, which have contributed relatively low gross profit margin, however, the Group has been accepting production orders of mould fabrication and some products, which have relatively higher gross profit margin. As at the Latest Practicable Date, the Company has not yet ceased the operation of plastics moulding business. The Group will closely monitor the business condition of the plastics moulding business and will update the Shareholders as and when appropriate.

The Group is striving to penetrate into new markets to strengthen its income stream. As set out in the announcement of the Company dated 21 May 2015, the Directors considered that it is beneficial for the Group to lessen its dependence on its existing manufacturing business segment by diversifying its existing business portfolio so as to broaden its revenue stream and generate stable and sustainable income.

As disclosed above, the maximum net proceeds from the SM Placing are estimated to be approximately HK$194.5 million. It is expected that the net proceeds from the SM Placing will be used as to (i) approximately HK$84.5 million for the business development of ACE Engineering, involving: (a) approximately HK$77.5 million for bidding and underwriting construction projects from Hong Kong Housing Authority and private developers; and (b) approximately HK$7.0 million for general working capital of ACE Engineering; and (ii) approximately HK$110.0 million for funding the remaining consideration of the BFG Acquisition and purchasing an office in Hong Kong.

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LETTER FROM THE BOARD

In case where any of the projects referred to above in the intended uses does not materialise or is expected to be delayed for a considerable period of time, the Group will apply such portion of the net proceeds for general working capital and/or developing the Group’s new money lending business and other financial related services.

(i) The ACEE Acquisition

As public awareness of the importance of building upkeep for enhancing property value grows and building renovation and maintenance works can maintain or elevate the value of buildings, the demand for building renovation and maintenance works has continued to increase over the past few years. With an estimated life span of about 50 years, buildings in Hong Kong are commonly made of reinforced concrete and materials depreciate over time. With reference to the Development Bureau, the number of private buildings over 30 years old will increase from 13,000 to 22,000 within ten years’ time by 2018. The building maintenance and renovation services grow in line with the increasing number of ageing buildings in Hong Kong.

Apart from residential buildings, revitalisation measures for industrial buildings also provide additional market demand for building renovations. The measures facilitate the redevelopment and wholesale conversion of older industrial buildings with a purpose of providing more floor space for suitable uses such as hotels, office or data centres to meet Hong Kong’s changing social and economic needs. In many of the cases, owners have to engage building renovation experts for altering the structures of their premises and provide additional utilities in order to meet the requirements set down by various regulatory bodies.

The recent release of government green policy makes the already vibrant market getting even more excited. Building renovation participants expect the “Energy saving plan for Hong Kong’s built environment 2015-2025+” released in May 2015 will further boost the market demand for renovation works as approximately 8,000 buildings being managed by the Government of Hong Kong have to perform alternation, retro-commissioning and retrofitting improvement work for energy saving installations and retrofits in order to comply with the new green standard.

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LETTER FROM THE BOARD

As disclosed in the announcement of the Company dated 21 May 2015, the Directors considered that it would be beneficial for the Group to lessen its dependence on its existing manufacturing business segment by diversifying its existing business portfolio so as to broaden its revenue stream and generate stable and sustainable income. On 14 September 2015, a wholly-owned subsidiary of the Company as purchaser has entered into the conditional sale and purchase agreement with two Independent Third Parties as vendors for the ACEE Acquisition, details of which were disclosed in the announcement of the Company dated 14 September 2015. Taking into account that ACE Engineering has an established track record in the industry of building maintenance and improvement works, the Directors are of the view that the ACEE Acquisition represents an opportunity for the Group to take an initial step into such business and facilitate the Company with relevant construction specialty to enter into the field of building construction and building maintenance and improvement works.

As advised by the vendors of the ACEE Acquisition, ACE Engineering has currently undertaken (i) five building maintenance and/or renovation projects from private sector with the contract sums ranging from approximately HK$4.1 million to HK$39.4 million and the aggregate contract sum of HK$72.5 million; and (ii) one building repair project from the Hong Kong Housing Authority with the contract sum of approximately HK$5.0 million. Hence, the aggregate contract sums from private sector and the Hong Kong Housing Authority amounted to approximately HK$77.5 million and the aggregate estimated paid and payable subcontracting fee of those six existing construction projects undertaken by ACE Engineering was HK$65.9 million. As at the Latest Practicable Date, approximately HK$52.0 million of the aggregate contact sums was still outstanding and those six construction projects were pending to be completed. ACE Engineering has generally financed its operation and the funding need for bidding and tendering the construction projects by banking facilities and loans.

In light of the above view of the Company in the future prospect and demands in the building construction industry, the facts that ACE Engineering has an operating history of over 15 years in the industry and ACE Engineering is a registered general building contractor and a registered minor works contractor under the Building Ordinance (Chapter 123 of the Laws of Hong Kong) and ACE Engineering has also been approved by the Hong Kong Housing Authority under the sub-category of Maintenance Works Category in the category of Building Work in Group M1 with the confirmed status and has been on the List of Building Contractors maintained by the Hong Kong Housing Authority, the Company intends to expand and develop the business of ACE Engineering upon completion of the ACEE Acquisition by making tenders for construction projects in larger scale.

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LETTER FROM THE BOARD

Therefore, the Company intends to utilise approximately HK$84.5 million of the net proceeds from the SM Placing for the business development of ACE Engineering, involving: (a) approximately HK$77.5 million for bidding and underwriting construction projects from the Hong Kong Housing Authority and private developers (“ Project Funds ”); and (b) approximately HK$7.0 million for general working capital of ACE Engineering. As ACE Engineering has been approved by the Hong Kong Housing Authority under the sub-category of Maintenance Works Category in the category of Building Work in Group M1 with the confirmed status and has been on the List of Building Contractors maintained by the Hong Kong Housing Authority, ACE Engineering is eligible to tender from the Hong Kong Housing Authority for maintenance and improvement contracts with a value of up to HK$50 million and for term maintenance and improvement contracts with an average annual expenditure of up to HK$50 million. As such, the Company intends to use the Project Funds as to:

• (i) approximately HK$32.7 million out of the Project Funds is planned to be used by ACE Engineering in connection with the proposed tendering and carrying out three public building maintenance projects from the Hong Kong Housing Authority with the contract sum of approximately HK$50.0 million each. The sum of approximately HK$32.7 million represents approximately 21.8% of the maximum aggregate contract sum of three public building maintenance projects of such scale, which is determined with reference to the payment in advance for building materials costs, subcontracting fees and reserve/buffer of subcontracting fees; and

• (ii) approximately HK$44.8 million out of the Project Funds is planned to be used by ACE Engineering in connection with the proposed tendering and carrying out three other building maintenance projects from private sector with the contract sum of approximately HK$50.0 million each. The sum of approximately HK$44.8 million represents approximately 29.9% of the maximum aggregate contract sum of three private building maintenance projects of such scale, which is determined with reference to the payment in advance for building materials costs, subcontracting fees and providing performance bond for indemnity, and reserve/buffer of subcontracting fees.

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LETTER FROM THE BOARD

As disclosed below, the Company has proposed the intended usages of the net proceeds from the 2014 SM Placing (as defined below), the 2014 GM Placing (as defined below) and the GM Placing as set out in the section headed “(III) Fund raising activities of the Company in the 12 months immediately preceding the Latest Practicable Date” below and the Company did not have intention to change the intended usages of the net proceeds from the aforesaid previous placings as the Latest Practicable Date. As regards to not more than HK$10.0 million out of the net proceeds from the 2014 SM Placing, the Company intends to utilise it for ACE Engineering to fund the construction costs of its construction projects. Therefore, taking into account (i) the intention of the Company to expand and develop the business of ACE Engineering; (ii) the six construction projects with the estimated contract sum of approximately HK$50.0 million each that the Group (subject to completion of the ACEE Acquisition) intends to make tender in the future; (iii) the allocation of not more than HK$10.0 million out of the net proceeds from the 2014 SM Placing to be utilised for funding the existing construction projects undertaken by ACE Engineering; and (iv) the fact that the Company has no intention to change the intended usages of the net proceeds from the aforesaid previous placings as the Latest Practicable Date, the Company will need to raise approximately HK$84.5 million of the net proceeds from the SM Placing for the business development of ACE Engineering.

In addition, to the best knowledge of the Directors, invitations for tender of construction works from the Hong Kong Housing Authority and private developers are generally open for tender for a period ranging from one to three weeks and, in general, once the tenders of construction works have been awarded to the construction company, such company will then immediately require funds for financing the construction project, including but not limited to (i) providing performance bond for indemnity in favour of the developer/management company/tender offeror in the private sector, which is generally expected to be amounted to approximately 10% of the total awarded contract sums; and (ii) approximately 20% of the sub-contracting cost as cash advance to the sub-contractors for engaging labour workers and purchasing construction materials so as to relieve their cash flow and ensure smooth operation of the projects. The construction projects will be required to be completed within a certain period of time. Therefore the Directors consider that it is necessary to conduct fund raising in advance for making any tender for construction projects as stated above at the current stage. As invitations for tender of constructions works are generally open for tender for a period ranging from one to three weeks as set out above, if the Company conducts the fund raising activity after completion of the

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LETTER FROM THE BOARD

ACEE Acquisition and when construction projects are identified, then the invitations for tender of construction works would have lapsed by the time that the Company has obtained Shareholder’s approval and thus ACE Engineering will be unable to make tenders timely for the construction projects that has been identified by it. In the event that the Company does not have sufficient immediately available funds to meet the funding needs to initiate and carry on the construction projects, it may be inflexible, if not impracticable, for the Group to make tenders for the construction projects. In addition, insufficient working capital for construction company may lead to the progress and completion of the construction projects being hampered and consequently monetary damages which may be required to be made by construction company to the tender offeror.

(ii) The BFG Acquisition and purchase of an office in Hong Kong

The Directors are of the view that purchasing a commercial office can (i) avoid the effect of the increase of rental payment; (ii) save the administration expenses for the relocation of office; and (iii) realise the property for capital gain if there is an increase in the value of the property in the future.

As regards to the Group’s businesses of provision of public relations services (“ PR Business ”) and provision of human resources management services (“ HR Business ”), the Company has set up an office (“ Central Office ”) of approximately 2,574 square feet for both the PR Business and the HR Business in Central, Hong Kong. The Company is currently leasing the Central Office at a monthly rental of HK$103,800 (exclusive of government rates, management fee and air-conditioning charges) with the air-conditioning and management charges of HK$13,620 per month and the government rates of HK$16,350 per quarter for a period of three years from 16 January 2015 to 15 January 2018. As at the Latest Practicable Date, the Group intended to continue to rent the Central Office till the expiry of the lease term, i.e. 15 January 2018. Currently the number of staff members in the Central Office is over the capacity of the Central Office, causing overcrowding problem.

The Company has recently recruited a team of public relations consultants, who provide public relations services to corporate to assist in building up and maintaining their corporate image and marketing the corporations to the public and media through a series of corporate functions. As at the Latest Practicable Date, the Company had a team of five members for the operation of the PR Business.

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LETTER FROM THE BOARD

In addition, as at the Latest Practicable Date, the Company had a team of eight recruitment consultants and three members to operate the HR Business. Currently, the recruitment consultants have approached several banking and non-banking clients to obtain the job descriptions of the soliciting staff. The recruitment consultants have also conducted interviews with a number of potential candidates to identify their capabilities. Meanwhile, a database for potential candidates has been set up for staff searching and matching purposes.

As at the Latest Practicable Date, the number of employees employed by the Group were thirty and as advised by the vendors of the ACEE Acquisition, ACE Engineering had seven employees. In view of the intention of the Company in expanding and developing the business of ACE Engineering upon completion of the ACEE Acquisition by making tenders for construction projects in larger scale as aforementioned above, upon completion of the ACEE Acquisition, the Company is expected to recruit a total of eight additional employees in the areas of project management, quality control, accounting and administrative support so as to cater for the operation need in carrying out the proposed construction projects as set out above. In addition, the Company intends to engage five additional employees in the areas of business development, finance and accounting in order to fulfill the operating demand. Therefore the Group is in need of office space in order to facilitate the business expansion and recruitment plan of the Group.

In view of the overcrowding problem in the Central Office, the business expansion and recruitment plan of the Group as disclosed above, the Board therefore considers that there is a need for the Group to purchase the BFG Property (as defined below) under the BFG Acquisition and another property for its office use with the size of approximately 1,500 to 2,000 square feet in order to cope with the problem of lack of office space.

As set out in the announcement of the Company dated 6 October 2015, the Company as purchaser entered into the conditional sale and purchase agreement with an Independent Third Party as vendor for the BFG Acquisition on 6 October 2015. The principal asset of BFG is a property (“ BFG Property ”) of approximately 2,800 square feet located at Office 503 (also known as Unit 503), 5th Floor, Wing On House, No. 71 Des Voeux Road Central, Hong Kong. The BFG Property is currently leased to and occupied as an office by an Independent Third Party subject to a lease which will expire at the end of February 2016. As at the Latest Practicable Date, the Directors intended that after completion of the BFG Acquisition and upon the expiry of the existing term of the said lease, the Group would not lease out the BFG Property and would occupy it for its own office use. The Directors considered that the BFG Acquisition would enable the Group to purchase a property which might be used by the Group upon expiry of the existing lease on the one hand and, on the other hand, would allow the Group to realise the BFG Property for capital gain if there would be an increase in the value of the BFG Property in the future.

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LETTER FROM THE BOARD

In view of the need of office space of the Group, the business expansion and recruitment plan of the Group, the Company intends to use approximately HK$110.0 million out of the net proceeds from the SM Placing for funding the remaining consideration of the BFG Acquisition of HK$58.9 million and purchasing an office in Hong Kong, which was determined based on current quotations on the purchase price of offices in the area of Admiralty, Central or Sheung Wan provided by property agents. The Company has been actively looking for potential commercial office located at Hong Kong Island such as Admiralty, Central and Sheung Wan. After preliminary enquiries with some property agents, the Company intends to purchase a commercial office of approximately 1,500 to 2,000 square feet in the area of Admiralty, Central or Sheung Wan in addition to the commercial property held by BFG. As at the Latest Practicable Date, it is expected that the Company will identify potential commercial office by the end of 2015.

As at the Latest Practicable Date, save for the ACEE Acquisition, the BFG Acquisition and the proposed purchase of an office in Hong Kong as stated above, the Company has not identified other alternative investments opportunities.

As stated in the announcement of the Company dated 23 June 2015, the net proceeds from the 2014 SM Placing (as defined below) was approximately HK$40.1 million (“ 2014 SM Placing Proceeds ”) and the Company intended to apply (i) approximately HK$24.6 million of the 2014 SM Placing Proceeds for the development, sales and marketing of medical and/or healthcare products and services; (ii) approximately HK$5.5 million of the 2014 SM Placing Proceeds for the PR Business and the HR Business; and (iii) not more than approximately HK$10.0 million of the 2014 SM Placing Proceeds to facilitate the tender of potential construction projects by ACE Engineering. As at the Latest Practicable Date, approximately HK$16.8 million of the 2014 SM Placing Proceeds was used as intended and the remaining of the 2014 SM Placing Proceeds of approximately HK$23.3 million had not yet been utilised and remained in the bank for intended usages. The Group’s cash and cash equivalents as at 31 August 2015 was approximately HK$68.3 million, which included an aggregate of net proceeds from the 2014 SM Placing, 2014 GM Placing (as defined below) and the GM Placing of approximately HK$64.4 million.

Having considered (i) the intended usages for the 2014 SM Placing Proceeds, the net proceeds from the 2014 GM Placing and the net proceeds from the GM Placing as set out in the section headed “(III) Fund raising activities of the Company in the 12 months immediately preceding the Latest Practicable Date” below as well as the net proceeds from the SM Placing; and (ii) that the Company did not have the intention to change the intended usages of the net proceeds from the aforesaid previous placings as at the Latest Practicable Date, the Board is of the view that the net proceeds from the SM Placing is sufficient for financing its expected funding needs for the current proposed projects referred to in this circular in the next 12 months.

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LETTER FROM THE BOARD

(III) FUND RAISING ACTIVITIES OF THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE LATEST PRACTICABLE DATE

Apart from the fund raising activities mentioned below, the Company had not conducted any other fund raising activities in the past 12 months immediately preceding the Latest Practicable Date:

				Actual use of net
Date of		Net proceeds	Intended use	proceeds as at the Latest
announcement	Fund raising activity	(approximately)	of net proceeds	Practicable Date
14 July 2015 and	GM Placing of 61,200,000	HK$19.2 million	General working capital	HK$0.1 million was used as
24 July 2015	Shares at HK$0.328 per		of the Group, including	general working capital of
	GM Placing Share under the		but not limited to	the Group.
	General Mandate		staff cost, office rent
			and related expenses,	The remaining net proceeds
			legal and professional	of approximately HK$19.1
			fees, other general and	million had not been utilised
			administrative expenses	and remained in the bank for
			and development of the	intended use.
			Group’s businesses.
31 October 2014,	Placing of 226,200,000 Shares at	HK$25.4 million	General working capital	HK$4.8 million was used as
14 November 2014	HK$0.118 per Share pursuant		of the Group and	general working capital
and 23 June 2015	to the general mandate		funding for the ACEE	of the Group, including
	granted to the Directors		Acquisition.	staff cost, office rent and
	by the Shareholders at the			related expenses, legal and
	annual general meeting of			professional fees and other
	the Company held on 30 May			general and administrative
	2014 (“2014 GM Placing”)			expenses.
				HK$6.2 million was used to
				settle the deposit of the
				ACEE Acquisition.
				The remaining net proceeds
				of approximately HK$14.4
				million had not been utilised
				and remained in the bank for
				intended use.

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LETTER FROM THE BOARD

Date of

announcement

24 March 2014,

• 30 June 2014, 12 January 2015 and 23 June 2015

Fund raising activity

• Placing of 175,160,000 Shares at HK$0.239 per Share pursuant to the specific mandate granted to the Directors by the Shareholders at the special general meeting of the Company held on 20 June 2014 (“ 2014 SM Placing ”)

Net proceeds (approximately)

• HK$40.1 million

Actual use of net proceeds as at the Latest Practicable Date

Intended use of net proceeds

• (i) HK$9.4 million for (i) HK$8.9 million had the research and been utilised as intended development of for the research and new medical and/or development of new healthcare products medical and/or healthcare and services; products and services;

• (ii) HK$5.9 million (ii) HK$1.8 million had been for the launch of utilised as intended for new medical and/or the launch of new medical healthcare products and/or healthcare products and services; and services;

• (iii) HK$9.3 million (iii) HK$1.4 million for the set up had been utilised as and development intended for the set up of e-commerce and development of platform; e-commerce platform; and

• (iv) HK$5.5 million for (iv) approximately HK$4.7 the development million had been of the provision utilised as intended of public relations for the development services and of the provision of human resources public relations services management and human resources services; and management services.

• (v) not more than The remaining net proceeds HK$10.0 million for of approximately HK$23.3 ACE Engineering to million had not yet been facilitate the tender utilised and remained in the of construction bank for intended use. projects.

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LETTER FROM THE BOARD

(IV) EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the existing shareholding structure of the Company and the effects on the shareholding structure of the Company, upon completion of the SM Placing (assuming the maximum number of the SM Placing Shares are placed and there is no other change in the shareholding structure of the Company before the issue of the SM Placing Shares under the SM Placing) are set out as below:

Shareholders(Note 1) Mr. Yip Wai Lun, Alvin and his associates (Note 2) Like Capital Limited (Note 3) The Placees of the SM Placing Other public Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate % 35,025,346 9.53 43,623,200 11.86 – – 289,037,775 78.61 367,686,321 100.00	Upon completion of the SM Placing Number of Shares Approximate % 35,025,346 2.82 43,623,200 3.51 874,100,000 70.39 289,037,775 23.28 1,241,786,321 100.00

Notes:

1. The number of existing Shares held by the Shareholders mentioned in the table above is based on the register of members of the Company and/or information as published on the website of the Stock Exchange as at the Latest Practicable Date and does not take into account the allotment and issue of up to 41,067,761 Shares and 53,388,090 Shares (all subject to adjustment) for the year ending 31 December 2015 and 31 December 2016 respectively in accordance with the performance incentive agreement dated 4 March 2011 (as amended and restated on 27 July 2011) entered into by the Company.

2. Mr. Yip Wai Lun, Alvin, an executive Director and the chairman of the Board, holds 34,899,346 Shares through Almeco United Group Limited and 126,000 Shares through Titron South China Limited. Mr. Yip Wai Lun, Alvin directly owns 100% of Almeco United Group Limited and directly owns as to 42.5% of Titron Group Holdings Limited, which in turn wholly owns Titron South China Limited.

3. Based on the disclosure of interests notice filed by each of Like Capital Limited, Ethnocentric Investment Limited and Capital VC Limited (whose shares are listed on the Main Board of the Stock Exchange with stock code: 2324) on 27 July 2015, Like Capital Limited is the beneficial owner of 43,623,200 Shares and Like Capital Limited is a company wholly owned by Ethnocentric Investment Limited, which is in turn wholly owned by Capital VC Limited.

4. It is a term of the SM Placing Agreement that (i) upon allotment and issue of the SM Placing Shares, except with the consent of the Company, none of the Placees will become a substantial shareholder (within the meaning of the Listing Rules) of the Company; and (ii) upon allotment and issue of the SM Placing Shares, each of the Placees, together with parties acting in concert with him/her/it/them, will hold not more than 29.9% of the issued share capital of the Company.

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LETTER FROM THE BOARD

(V) RE-ELECTION OF THE DIRECTORS

Each of Mr. Chan Ngai Sang Kenny (“ Mr. Chan ”) and Mr. Li Kwok Fat (“ Mr. Li ”) was appointed as an independent non-executive Director with effect from 30 June 2015. Pursuant to bye-law 86(2) of the bye-laws of the Company and the code provision of A.4.2 of Appendix 14 to the Listing Rules, each of Mr. Chan and Mr. Li shall hold office only until the SGM, and being eligible, offer himself for re-election at the SGM.

The biographical details of Mr. Chan and Mr. Li are set out in the Appendix to this circular.

(VI) SGM

The SM Placing Shares will be issued under the Specific Mandate to be obtained from the Shareholders and therefore the SM Placing will be subject to the Shareholders’ approval. The SGM will be held at 11:00 a.m. on Wednesday, 18 November 2015 at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purposes of considering and, if thought fit, approving (i) the SM Placing Agreement and all the transactions contemplated thereunder (including the grant of the Specific Mandate) and (ii) the re-election of the Directors. To the best knowledge of the Directors, no Shareholder is required to abstain from voting at the SGM in respect of the resolutions relating to the SM Placing (including the Specific Mandate) and the reelection of the Directors.

Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish, and in such case, the form of proxy previously submitted by shall be deemed to be revoked.

(VII) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

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LETTER FROM THE BOARD

(VIII) RECOMMENDATION

The Directors are of the opinion that the SM Placing and the terms of the SM Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Directors also consider the proposed re-election of the Directors is in the interest of the Company. Accordingly, the Directors recommend that all Shareholders to vote in favour of all the resolutions to be proposed at the SGM.

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

– 26 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX

Mr. Chan Ngai Sang Kenny

Mr. Chan, aged 50, joined the Company as an independent non-executive Director on 30 June 2015. Mr. Chan is a partner and founder of Kenny Chan & Co., a firm of Certified Public Accountants (Practising). Mr. Chan has over 25 years of experience in accounting, taxation, auditing and corporate finance and was involved in several merger and acquisition and initial public offering projects. Mr. Chan holds a Bachelor of Commerce degree in Accounting and Finance from The University of New South Wales and is a Fellow Member of The Association of International Accountants, an Associate Chartered Accountant of the Institute of Chartered Accountants of New Zealand, a Certified Practising Accountant of CPA Australia, a Fellow of the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”) and an Associate of the Taxation Institute of Hong Kong. Mr. Chan has served as the President of The Association of International Accountants Hong Kong Branch from July 2012 to June 2015 and has been accredited as an Authorised Supervisor of the HKICPA. He served as the District Governor of Lions Clubs International District 303 – Hong Kong & Macao, China in the year 2009/2010. Mr. Chan also serves as a panel member of the Mandatory Provident Fund Schemes Appeal Board, a committee member of the Tsuen Wan District Fight Crime Committee and a Honorary President of the Tsuen Wan District Junior Police Call. Mr. Chan is an independent non-executive director of each of TSC Group Holdings Limited (stock code: 206), a company listed on the Main Board of the Stock Exchange, Combest Holdings Limited (stock code: 8190), a company listed on the Growth Enterprise Market (“ GEM ”) of the Stock Exchange, Convoy Financial Holdings Limited (stock code: 1019), a company listed on the Main Board of the Stock Exchange, and WLS Holdings Limited (stock code: 8021), a company listed on GEM.

Mr. Chan had been a director of the following private companies incorporated in Hong Kong, each of which was dissolved by deregistration pursuant to section 291AA(9) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) then in force.

Company name	Date of dissolution	Principal business
Orient Step International	26 March 2010	trading of garment
Limited
Compass Capital Limited	7 March 2008	corporate consulting business

To the best knowledge and belief of Mr. Chan, each of the above companies was dissolved due to the cessation of its business and was solvent at the time of it being dissolved by deregistration.

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APPENDIX

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

Pursuant to the letter of appointment entered into between the Company and Mr. Chan, Mr. Chan has been appointed for a term of three years from 30 June 2015, subject to retirement by rotation and re-election and other related provisions as stipulated in the bye-laws of the Company and the Listing Rules. Mr. Chan is entitled to receive an annual director’s remuneration of HK$100,000 (which was determined with reference to prevailing market conditions, the relevant duties and responsibilities of Mr. Chan).

As at the Latest Practicable date, Mr. Chan was not interested in any Shares within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”) (Chapter 571 of the Laws of Hong Kong).

As at the Latest Practicable Date, save as disclosed above, (i) Mr. Chan had not held any other major appointment and qualifications or any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Chan did not hold any other positions with the Company or other members of the Group; and (iii) Mr. Chan did not have any relationship with any Directors, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the Listing Rules).

Mr. Li Kwok Fat

Mr. Li, aged 40, joined the Company as an independent non-executive Director on 30 June 2015. Mr. Li obtained his Bachelor of Arts in Accountancy from The City University of Hong Kong in November 1998 and his Master of Finance (Investment Management) from The Hong Kong Polytechnic University in November 2010. Mr. Li worked as accountant in an audit firm from February 1999 to March 2001. He served as an accountant in the finance and order processing department of The Sincere Company Limited (stock code: 244), a company listed on the Main Board of the Stock Exchange, from July 2001 to September 2004. Mr. Li worked in subsidiaries of Group Sense (International) Limited (stock code: 601), a company listed on the Main Board of the Stock Exchange, from September 2004 to May 2010 and his last position was accounting manager. He served as a finance manager in a subsidiary of Siberian Mining Group Limited (stock code: 1142), a company listed on the Main Board of the Stock Exchange, from May 2010 to September 2011. He was the company secretary of Ruifeng Petroleum Chemical Holdings Limited (stock code: 8096), a company listed on GEM, from March 2012 to September 2012 and he worked in its subsidiary from September 2011 to September 2012. Mr. Li has served as the company secretary of Code Agriculture (Holdings) Limited (stock code: 8153), a company listed on GEM, since September 2012, the financial controller of the same company from September 2012 to June 2015 and the chief financial officer of the same company since June 2015.

Mr. Li was admitted as a member of the Association of Chartered Certified Accountants in May 2003 and a member of the HKICPA in January 2005.

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APPENDIX DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

As at the Latest Practicable Date, Mr. Li was not interested in any Shares within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment entered into between the Company and Mr. Li, Mr. Li has been appointed for a term of three years from 30 June 2015, subject to retirement by rotation and re-election and other related provisions as stipulated in the bye-laws of the Company and the Listing Rules. Mr. Li is entitled to receive an annual director’s remuneration of HK$100,000 (which has been determined with reference to prevailing market conditions, the relevant duties and responsibilities of Mr. Li).

As at the Latest Practicable Date, save as disclosed above, (i) Mr. Li had not held any other major appointment and qualifications or any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Li did not hold any other positions with the Company or other members of the Group; and (iii) Mr. Li did not have any relationship with any Directors, senior management, substantial or controlling Shareholders (having the meaning ascribed to it in the Listing Rules).

Save as disclosed above, there is no other matter concerning the re-election of Mr. Chan and Mr. Li as Directors that needs to be brought to the attention of the Shareholders and the Stock Exchange and there is no other information that is required to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF SGM

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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 (“ Company ”) will be held at 11:00 a.m. on Wednesday, 18 November 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 resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the SM Placing Agreement (as defined in, the principal terms of which are summarised in, the circular (“ Circular ”) of the Company dated 2 November 2015, a copy of which has been produced to the SGM marked “A” and signed by the chairman of the SGM for the purpose of identification, and a copy of the SM Placing Agreement, a copy of the Supplemental SM Placing Agreement (as defined in the Circular) and a copy of the confirmation letter dated 27 October 2015 and signed between the Company and the Placing Agent (as defined in the Circular) which have been produced to the SGM and marked “B”, “C” and “D” respectively and signed by the chairman of the SGM for the purpose of identification) and all the transactions contemplated thereunder be and are hereby approved;

3. (b) the board of directors of the Company (“ Board ”) or a committee thereof be and is hereby specifically authorised to allot and issue the SM Placing Shares (as defined in the Circular) in accordance with the terms of the SM Placing Agreement; and

• For identification purposes only

SGM – 1

NOTICE OF SGM

• (c) any one director of the Company be and is hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in his or her discretion consider necessary, desirable or expedient to give effect to the SM Placing Agreement and all the transactions contemplated thereunder (including the allotment and issue of the SM Placing Shares pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the SM Placing Agreement.”

• “ THAT Mr. Chan Ngai Sang Kenny be and is hereby re-elected as an independent non-executive director of the Company.”

• “ THAT Mr. Li Kwok Fat be and is hereby re-elected as an independent non-executive director of the Company.”

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

Hong Kong, 2 November 2015

Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Unit 1005, 10/F Hamilton HM 11 Tower III, Enterprise Square Bermuda 9 Sheung Yuet Road Kowloon Bay Kowloon Hong Kong

SGM – 2

NOTICE OF SGM

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/her/it. 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, Ms. Leung Mei Han, 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.

SGM – 3