ICO Group Limited — Share Issue/Capital Change 2018

Aug 10, 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.

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

==> picture [59 x 59] intentionally omitted <==

ICO GROUP LIMITED 揚科集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

SUPPLEMENTAL ANNOUNCEMENT

DISCLOSEABLE AND SHARE TRANSACTION RELATING TO THE ACQUISITION OF ABSOLUTE ROBUST LIMITED

Reference is made to the announcements of the Company dated 10 November 2017, 17 November 2017 and 18 December 2017 (the “ Announcements ”) in relation to the Acquisition, pursuant to which, among other things, the Purchaser has agreed to acquire the Sale Shares of the Target, which is the legal and beneficial owner of 15% shares of INAX. Capitalised terms used herein shall have the same meaning as those defined in the Announcements unless the context requires otherwise.

ISSUE OF THE THIRD TRANCHE CONSIDERATION SHARES UNDER THE GENERAL MANDATE

The Board is pleased to announce that as the actual NPAT of INAX as shown in the 2018 Final Financial Statements is greater than the 2018 Performance Targets, on 10 August 2018, the Company allotted and issued the Third Tranche Consideration Shares, being 218,253,969 new Shares (representing approximately 4.74% of the issued share capital of the Company as enlarged by the new issue), under the General Mandate at an Issue Price of HK$0.1512 to the Vendors as part of the Total Consideration in accordance with the terms and conditions of the Sale and Purchase Agreement.

The Company was informed that the actual NPAT of INAX as shown in the 2018 Interim Financial Statements is less than the 2018 Half-year Performance Target, therefore no Second Tranche Consideration Shares were issued.

* For identification purposes only

1

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The changes to the shareholding structure of the Company as a result of the issue of the Third Tranche Consideration Shares, being 218,253,969 new Shares, are as follows:–

BIZ 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:Lau Calvin Chuen YienThe Vendors(Note 8)Mr. Cheung Yiu Cho(Note 9)_Mr. Lau Yiu TingMr. Wong Sze Chung ArmstrongOther Public ShareholdersTotal	BIZ 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:Lau Calvin Chuen YienThe Vendors(Note 8)Mr. Cheung Yiu Cho(Note 9)_Mr. Lau Yiu TingMr. Wong Sze Chung ArmstrongOther Public ShareholdersTotal	Immediately before theissue of the Third TrancheConsideration SharesNo. of Shares Approximate %	Immediately before theissue of the Third TrancheConsideration SharesNo. of Shares Approximate %	Immediately after theissue of the Third TrancheConsideration SharesNo. of Shares Approximate %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%259,804,0005.64%267,884,9215.82%158,714,2863.44%9,908,7300.21%1,983,007,06043.02%4,609,318,997100.00%	Immediately after theissue of the Third TrancheConsideration SharesNo. of Shares Approximate %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%259,804,0005.64%267,884,9215.82%158,714,2863.44%9,908,7300.21%1,983,007,06043.02%4,609,318,997100.00%
	d Limited_(Notes 1 and 2)_	1,930,000,000	43.95%	1,930,000,000
	ar Limited_(Notes 1 and 4)rue Limited(Notes 1 and 5)Cloud Limited(Notes 1 and 7)_	1,930,000,0001,930,000,0001,930,000,000	43.95%43.95%43.95%	1,930,000,0001,930,000,0001,930,000,000
	ng Yuen (“Mr. Lee”)1 and 2)ok Pui (“Mr. Chan”)	1,930,000,000	43.95%	1,930,000,000
		1,930,000,0001,930,000,0001,930,000,0001,930,000,0001,930,000,000259,804,000133,942,46079,357,1434,954,3651,983,007,0604,391,065,028	43.95%43.95%43.95%43.95%43.95%5.92%3.05%1.81%0.11%45.16%100.00%	1,930,000,0001,930,000,0001,930,000,0001,930,000,0001,930,000,000259,804,000267,884,921158,714,2869,908,7301,983,007,0604,609,318,997
					100.00%

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.

2

1. 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.

2. 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.

3. 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.

4. 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 same number of Shares in which Mr. Yong is interested.

5. 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.

6. For illustration purpose, it is assumed that the Vendors did not dispose any of the First Tranche Consideration Shares which were allotted and issued to the Vendors on 18 December 2017.

7. 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, 10 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.

3