ICO Group Limited — Proxy Solicitation & Information Statement 2015

Mar 31, 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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PROPOSED CAPITAL REORGANISATION AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2015 at 11:00 a.m. is set out on pages 15 to 17 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.

1 April 2015

• For identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“Board”

the board of Directors

• “Capital Reduction”

the proposed reduction of the issued share capital of the Company through (i) the cancellation of any fraction in the issued share capital of the Company which may arise from the Share Consolidation; and (ii) the cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.05 to HK$0.01

• “Capital Reorganisation”

the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Subdivision

“CCASS”

• Central Clearing and Settlement System established and operated by HKSCC

• “Companies Act”

the Companies Act 1981 of Bermuda

• “Company”

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

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.05 each in the share capital of the Company immediately after the Share Consolidation becoming effective but prior to the Capital Reduction and the Share Subdivision

• “Director(s)”

the director(s) of the Company

• “Existing Share(s)”

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

• “Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

“HKSCC”

• “Hong Kong”

• “Listing Rules”

• “Latest Practicable Date”

• “New Share(s)”

• “Performance Incentive Agreement”

• “Performance Incentive Shares”

“SGM”

Hong Kong Securities Clearing Company Limited

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

the Rules Governing the Listing of Securities on the Stock Exchange

27 March 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

ordinary share(s) of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective

the performance incentive agreement dated 4 March 2011 (as amended and restated on 27 July 2011) entered into by the Company, details of which were disclosed in the circular of the Company dated 12 August 2011 and the announcements of the Company dated 21 June 2011, 7 October 2011, 25 March 2013 and 28 March 2013, respectively

up to 460,000,000 Existing Shares (subject to adjustments) (after taking into account 140,000,000 Existing Shares of which were lapsed on 26 March 2015) which may be allotted and issued by the Company in accordance with the Performance Incentive Agreement

the special general meeting of the Company to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2015 at 11:00 a.m. for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation, the notice of which is set out on pages 15 to 17 of this circular

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DEFINITIONS

“Share Consolidation”	the proposed consolidation of every 5 issued and unissued
	Existing Shares of HK$0.01 each into 1 Consolidated Share
	of HK$0.05 each
“Shareholder(s)”	holder(s) of the Existing Share(s), the Consolidated
	Share(s) and/or the New Share(s), as the case may be
“Share Subdivision”	the proposed sub-division of each of the authorised but
	unissued Consolidated Shares of HK$0.05 each into 5 New
	Shares of HK$0.01 each
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

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EXPECTED TIMETABLE

The expected timetable for implementation of the Capital Reorganisation is set out below:

Event Time and date

Latest time for lodging the form of proxy . . . . . . . . . . . . . . . . .11:00 a.m., Saturday, 25 April 2015 Time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m., Monday, 27 April 2015 Publication of announcement of results of the SGM . . . . . . . . . . . . . . . . . . Monday, 27 April 2015

The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reorganisation:

Expected effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . Tuesday, 28 April 2015 First day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 April 2015 Commencement of dealing in New Shares . . . . . . . . . . . . . . . . . . 9:00 a.m., Tuesday, 28 April 2015 Original counter for trading in Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Tuesday, 28 April 2015 Temporary counter for trading in New Shares in board lots of 2,000 New Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Tuesday, 28 April 2015 Original counter for trading in New Shares in board lots of 10,000 New Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 13 May 2015 Parallel trading in New Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 13 May 2015 Designated broker starts to provide matching services for odd lots of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 13 May 2015

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EXPECTED TIMETABLE

Temporary counter for trading in New Shares in board lots of 2,000 New Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Wednesday, 3 June 2015 Parallel trading in New Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Wednesday, 3 June 2015 Designated broker ceases to provide matching services for odd lots of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Wednesday, 3 June 2015 Last day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 5 June 2015

All times and dates specified in the timetable above refer to Hong Kong times and dates.

This timetable is indicative only and any subsequent changes to the expected timetable will be announced by the Company.

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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 Mr. CHENG Kin Chor

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

Independent non-executive Directors: Principal place of business Mr. LEUNG Ka Kui, Johnny in Hong Kong: Mr. CHAN Kam Kwan, Jason Unit 1005, 10/F Mr. LAU Man Tak Tower III, Enterprise Square 9 Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong 1 April 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION

INTRODUCTION

Reference is made to the announcement of the Company dated 9 March 2015 in relation to the Capital Reorganisation in which the Company announced that it proposed to implement the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision.

• For identification purposes only

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the Capital Reorganisation and to give you notice of the SGM.

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which involves the following:

(1) Proposed Share Consolidation

The Share Consolidation will be effected pursuant to which every 5 issued and unissued Existing Shares of HK$0.01 each will be consolidated into 1 Consolidated Share of HK$0.05 each and where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company which may arise from the Share Consolidation.

(2) Proposed Capital Reduction and Share Subdivision

• (a) the issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.05 to HK$0.01;

• (b) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of HK$0.05 each will be sub-divided into 5 New Shares of HK$0.01 each; and

• (c) the credits arising in the books of the Company from the Capital Reduction of approximately HK$12,259,452.85 will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$400,000,000 divided into 40,000,000,000 Existing Shares of HK$0.01 each, of which 1,532,431,606 Existing Shares were allotted and issued as fully paid or credited as fully paid.

– 7 –

LETTER FROM THE BOARD

Immediately following the Capital Reorganisation, the authorised share capital of the Company will be HK$400,000,000 divided into 40,000,000,000 New Shares of HK$0.01 each, of which 306,486,321 New Shares will be in issue and the aggregate nominal value of the issued share capital of the Company will be HK$3,064,863.21, assuming that there are no other changes in the issued share capital of the Company from the Latest Practicable Date up to the effective date of the Capital Reorganisation.

Credits of approximately HK$12,259,452.85 will arise as a result of the Capital Reduction. Such credits will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act which will then be applied by the Board to set off against the accumulated losses of the Company by the amount of such credits on the date of the Capital Reorganisation becoming effective. The total accumulated losses of the Company were approximately HK$72,167,000 as shown in the unaudited consolidated financial statements of the Company as at 30 June 2014.

Shareholders and potential investors should note that the credits arising in the books of the Company from the Capital Reorganisation will be subject to change depending on the number of the Existing Shares in issue immediately prior to the Capital Reorganisation becoming effective.

Assuming that there are no changes in the issued share capital of the Company from the Latest Practicable Date until the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

		Immediately	Immediately after
	As at	after the Share	the Capital
	the Latest	Consolidation	Reorganisation
	Practicable Date	becoming effective	becoming effective
Amount of authorised	HK$400,000,000	HK$400,000,000	HK$400,000,000
share capital
Par Value	HK$0.01	HK$0.05	HK$0.01
	per Existing Share	per Consolidated	per New Share
		Share
Number of authorised shares	40,000,000,000	8,000,000,000	40,000,000,000
	Existing Shares	Consolidated Shares	New Shares
Amount of issued share capital	HK$15,324,316.06	HK$15,324,316.05	HK$3,064,863.21

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LETTER FROM THE BOARD

		Immediately	Immediately after
	As at	after the Share	the Capital
	the Latest	Consolidation	Reorganisation
	Practicable Date	becoming effective	becoming effective
Number of issued shares	1,532,431,606	306,486,321	306,486,321
	Existing Shares	Consolidated Shares	New Shares
Amount of unissued	HK$384,675,683.94	HK$384,675,683.95	HK$396,935,136.79
share capital
Number of unissued shares	38,467,568,394	7,693,513,679	39,693,513,679
	Existing Shares	Consolidated Shares	New Shares

All New Shares will rank pari passu in all respects with each other.

Under the laws of Bermuda, the Directors may apply the contributed surplus in any manner permitted by the laws of Bermuda and the bye-laws of the Company.

Fractional entitlement to New Shares

No Shareholder will be entitled to receive any fraction of a New Share. Fractions of the New Shares, if any, arising from the Capital Reorganisation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional on:

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

• (2) the Stock Exchange granting the listing of, and the permission to deal in, the New Shares arising from the Capital Reorganisation; and the New Shares which may fall to be allotted and issued as the Performance Incentive Shares;

– 9 –

LETTER FROM THE BOARD

• (3) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Listing Rules to effect the Capital Reorganisation; and

• (4) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Reasons for the Capital Reorganisation

The Board considers that the Capital Reorganisation will reduce the transaction costs of each board lot for the dealing in the New Shares, including those fees which are charged with reference to the number of board lots; and the administrative costs of the Company.

In addition, as illustrated in the paragraph headed “No change in board lot size” below, the current value of each board lot of 10,000 Existing Shares is below HK$2,000. The Capital Reorganisation will also allow the value of each board lot of 10,000 New Shares to be increased to more than HK$2,000 based on the theoretical adjusted price of the shares of the Company as at the Latest Practicable Date.

As cancellation of fraction in the issued share capital of the Company which may arise from the Share Consolidation requires the approval of the Shareholder by a special resolution, the Board is of the view that it is an opportunity to implement the cancellation of the paid-up capital of the Company to the extent of HK$0.04 on each of the issued Consolidated Shares thereby enabling credits to arise in the books of the Company from the Capital Reduction for setting off part of its accumulated loss.

As at the Latest Practicable Date, there was no plan for the Company to conduct any immediate fund raising exercise upon the Capital Reorganisation having become effective.

The Board considers that the Capital Reorganisation is beneficial to and in the interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM THE BOARD

Effects of the Capital Reorganisation

Implementation of the Capital Reorganisation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses of approximately HK$320,000 involved in the Capital Reorganisation. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and that on the date 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.

No equity 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.

Listing and dealings

Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation; and the New Shares which may fall to be allotted and issued as Performance Incentive Shares.

No listing or permission to deal in respect of any part of the equity capital of the Company on any other stock exchange is being or is proposed to be sought.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, 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 on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 11 –

LETTER FROM THE BOARD

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

Free exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Tuesday, 28 April 2015 until Friday, 5 June 2015 (both days inclusive), submit existing share certificates in colour of light purple for the Existing Shares 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, to exchange, at the expense of the Company, for new share certificates in colour of green for the New Shares (on the basis of 5 Existing Shares for 1 New Share). Thereafter, certificates of Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of certificates cancelled/issued is higher. After 4:00 p.m. on Wednesday, 3 June 2015, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for New Shares at any time but will not be accepted for delivery, trading and settlement purposes.

No change in board lot size

At present, the Existing Shares are traded in board lots of 10,000. Based on the closing price of HK$0.077 per Existing Share as at the Latest Practicable Date, the value of each board lot of 10,000 Existing Shares is HK$770. Upon the Capital Reorganisation becoming effective, the board lot size for trading of the New Shares will remain unchanged at 10,000.

The estimated market value per board lot of the New Shares will be HK$3,850 (based on the theoretical adjusted closing price of HK$0.385 per New Share assuming that the Capital Reorganisation had become effective on the Latest Practicable Date).

– 12 –

LETTER FROM THE BOARD

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the New Shares arising from the Capital Reorganisation, the Company has appointed Gransing Securities Co., Limited as an agent to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of their holding of odd lots of the New Shares.

Shareholders who wish to take advantage of this facility should contact Mr. Lee Yick Ming of Gransing Securities Co., Limited at Room 805-806, 8/F, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong or at telephone number (852) 2544-0168 during office hours from 9:00 a.m. to 6:00 p.m.. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Please refer to the section headed “Expected Timetable” set out on pages 4 to 5 of this circular for the period during which the Company will provide matching service for the sale and purchase of odd lots of the New Shares. Shareholders are recommended to consult their professional advisers if they are in doubt regarding the above facility.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, the Company may be required to allot and issue Performance Incentive Shares (i.e. 460,000,000 Existing Shares) in accordance with the Performance Incentive Agreement. Adjustment to the Performance Incentive Shares may have to be made as a result of the Capital Reorganisation becoming effective. The Company will make further announcement(s) about the adjustment(s) in due course if and when appropriate.

Save as disclosed above, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or New Shares, as the case may be.

SGM

The SGM will be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, approving the Capital Reorganisation. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting at the SGM in respect of the resolution relating to the Capital Reorganisation.

– 13 –

LETTER FROM THE BOARD

A notice convening the SGM is set out on pages 15 to 17 of this circular. 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 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 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, and in such case, the proxy form previously submitted shall be deemed to be revoked.

RECOMMENDATION

The Directors are of the opinion that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolution to be proposed at the SGM.

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

– 14 –

NOTICE OF SGM

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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 a special general meeting (“ SGM ”) of AMCO United Holding Limited (“ Company ”) will be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2015 at 11:00 a.m., for the purpose of considering and, if thought fit, passing, the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the first business day immediately following the date on which this resolution is passed:

• (a) every five (5) issued and unissued shares of HK$0.01 each in the existing share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) share of HK$0.05 each (“ Consolidated Shares ”);

• (b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation;

• For identification purposes only

– 15 –

NOTICE OF SGM

• (c) the par value of each of the then issued Consolidated Shares be and is hereby reduced from HK$0.05 each to HK$0.01 each (“ New Shares ”) by cancelling the capital paid-up thereon to the extent of HK$0.04 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Share be reduced from HK$0.05 to HK$0.01 (together with sub-paragraph (b) above are hereinafter referred to as “ Capital Reduction ”);

• (d) each of the then authorised but unissued Consolidated Shares of HK$0.05 each be and is hereby sub-divided into five (5) New Shares of HK$0.01 each (“ Share Subdivision ”, together with the Share Consolidation and the Capital Reduction, “ Capital Reorganisation ”);

• (e) the credits arising from the Capital Reduction be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (“ Contributed Surplus Account ”) and the directors of the Company (“ Directors ”) be and are hereby authorised to use the amount then standing to the credit of the Contributed Surplus Account in any manner as may be permitted under the bye-laws of the Company and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company which may arise from time to time and/or paying dividend and/or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

• (f) the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision and to aggregate all fractional New Shares and sell them for the benefits of the Company.”

On behalf of the Board

AMCO United Holding Limited Yip Wai Lun, Alvin

Chairman and Managing Director

Hong Kong, 1 April 2015

– 16 –

NOTICE OF SGM

Registered office: Principal place of business Clarendon House 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

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 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 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 and Mr. Cheng Kin Chor are the executive Directors; and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the independent non-executive Directors.

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