ICO Group Limited — Share Issue/Capital Change 2018

Aug 27, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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ICO GROUP LIMITED 揚科集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

CONVERSION OF CONVERTIBLE BONDS

Reference is made to the announcements of ICO Group Limited (the “ Company ”) dated 7 December 2017, 8 January 2018, 5 June 2018 and 27 July 2018 and the circular of the Company dated 28 March 2018 (the “ Circular ”) in relation to the acquisition of the entire issued capital of O2O Limited involving the issue of convertible bonds and promissory notes. Unless the otherwise defined herein, capitalized term in this announcement shall have the same meaning as given to them in the Circular.

As at the date of this announcement, Convertible Bonds with aggregate principal amount of HK$68,131,965 were issued pursuant to the Acquisition Agreement. On 16 August 2018, the Company received a conversion notice from a Bondholder in respect of the exercise of the conversion rights attached to the Convertible Bond in the principal amount of HK$11,534,737.50 at the conversion price of HK$0.1323 per Share (the “ Conversion ”). As a result of this Conversion, the Company allotted and issued a total of 87,186,224 Conversion Shares on 27 August 2018. The Conversion Shares rank pari passu in all respects among themselves and with all other existing Shares in issue. The 87,186,224 Conversion Shares representing approximately 1.89% of the total issued shares of the Company before the Conversion and approximately 1.86% of the total issued shares of the Company as enlarged by the allotment and issue of the 87,186,224 Conversion Shares upon the Conversion.

* For identification purposes only

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the Conversion, the Company has 4,609,318,997 Shares in issue. For illustrative purpose only, the shareholding structure of the Company (i) immediately before the Conversion; and (ii) immediately after the issue of the Conversion Shares, is set out below:–

ShareholdersBIZ Cloud Limited_(Notes 1 and 2)Cloud Gear Limited(Notes 1 and 4)Friends True Limited(Notes 1 and 5)Imagine Cloud Limited(Notes 1 and 7)Lee Cheong Yuen (“Mr. Lee”) (Notes 1 and 2)Chan Kwok Pui (“Mr. Chan”)(Notes 1 and 4)Yong Man Kin (“Mr. Yong”)(Notes 1 and 5)Tam Kwok Wah (“Mr. Tam”)(Notes 1 and 7)Saetia Ladda(Note 3)Ma Kit Ling(Note 6)Public Shareholders:Cheung Yiu ChoLam Pui Sheung(Note 8)_Lau Calvin Chuen YienThe BondholderOther Public ShareholdersTotal	Immediately beforethe ConversionNo. of SharesApproximate %1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%1,930,000,00041.87%267,884,9215.81%267,884,9215.81%259,804,0005.64%––2,151,630,07646.68%4,609,318,997100.00%	Immediately after the issue ofthe Conversion SharesNo. of SharesApproximate %1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%267,884,9215.70%267,884,9215.70%259,804,0005.53%87,186,2241.86%2,151,630,07645.82%4,696,505,221100.00%	Immediately after the issue ofthe Conversion SharesNo. of SharesApproximate %1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%1,930,000,00041.09%267,884,9215.70%267,884,9215.70%259,804,0005.53%87,186,2241.86%2,151,630,07645.82%4,696,505,221100.00%
			100.00%

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Notes:

1. On 27 February 2015, the ultimate controlling shareholders of the Company, namely, Mr. Lee, Mr. Chan, Mr. Yong and Mr. Tam, entered into a confirmation deed to acknowledge and confirm, among other things, that they were parties acting in concert of each of the members of the Group. As such, the ultimate controlling shareholders of the Company together are deemed to have controlling interest in the share capital of the Company through BIZ Cloud Limited, Cloud Gear Limited, Friends True Limited and Imagine Cloud Limited.

2. Shares in which Mr. Lee is interested consist of (i) 1,170,000,000 Shares held by BIZ Cloud Limited, a company whollyowned by Mr. Lee, and (ii) 760,000,000 Shares in which Mr. Lee is deemed to be interested as a result of being a party acting-in-concert with Mr. Chan, Mr. Yong and Mr. Tam.

3. Ms. Saetia Ladda is the spouse of Mr. Lee. Under the Securities and Futures Ordinance, Ms. Saetia Ladda is deemed to be interested in the same number of Shares in which Mr. Lee is interested.

4. Shares in which Mr. Chan is interested consist of (i) 110,000,000 Shares held by Cloud Gear Limited, a company wholly-owned by Mr. Chan, and (ii) 1,820,000,000 Shares in which Mr. Chan is deemed to be interested as a result of being a party acting-in-concert with Mr. Lee, Mr. Yong and Mr. Tam.

5. Shares in which Mr. Yong is interested consist of (i) 525,000,000 Shares held by Friends True Limited, a company wholly-owned by Mr. Yong, and (ii) 1,405,000,000 Shares in which Mr. Yong is deemed to be interested as a result of being a party acting-in-concert with Mr. Lee, Mr. Chan and Mr. Tam.

6. Ms. Ma Kit Ling is the spouse of Mr. Yong. Under the Securities and Futures Ordinance, Ms. Ma Kit Ling is deemed to be interested in the Shares in which Mr. Yong is interested.

7. Shares in which Mr. Tam is interested consist of (i) 125,000,000 Shares held by Imagine Cloud Limited, a company wholly-owned by Mr. Tam, and (ii) 1,805,000,000 Shares in which Mr. Tam is deemed to be interested as a result of being a party acting-in-concert with Mr. Lee, Mr. Yong and Mr. Chan.

8. Ms. Lam Pui Sheung is the spouse of Mr. Cheung Yiu Cho. Under the Securities and Futures Ordinance, Ms. Lam Pui Sheung is deemed to be interested in the same number of Shares in which Mr. Cheung Yiu Cho is interested.

By order of the Board ICO Group Limited Lee Cheong Yuen

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 27 August 2018

As at the date of this announcement, the executive Directors are Mr. Lee Cheong Yuen and Mr. Pang Yick Him; the non-executive Directors are Mr. Chan Kwok Pui and Mr. Tam Kwok Wah; and the independent non-executive Directors are Dr. Cheung Siu Nang Bruce and Ms. Kam Man Yi Margaret.

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