ICO Group Limited — Share Issue/Capital Change 2019

Oct 8, 2019

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/09/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer ICO Group Limited Date Submitted 08/10/2019

• I. Movements in Authorised Share Capital

1. Ordinary Shares	1. Ordinary Shares
(1) Stock code : 1460 Description : No. of ordinary shares Balance at close of preceding month 40,000,000,000 Increase/(decrease) NIL Balance at close of the month 40,000,000,000			Ordinary Shares Par value (State currency) Authorised share capital (State currency) HK$0.0025 HK$100,000,000 NIL HK$0.0025 HK$100,000,000
			Par value (State currency) HK$0.0025 HK$0.0025
(2) Stock code :N/A Description : No. of ordinary shares Balance at close of preceding month Increase/(decrease) Balance at close of the month				Authorised share capital (State currency)
			Par value (State currency)

March 2019

1. Preference Shares

Stock code : N/A Description : No. of preference shares Balance at close of preceding month Increase/(decrease) Balance at close of the month
		Par value (State currency)	Authorised share capital (State currency)

3. Other Classes of Shares

Stock code : N/A Description : No. of other classes of shares Balance at close of preceding month Increase/(decrease) Balance at close of the month
		Par value (State currency)	Authorised share capital (State currency)

Total authorised share capital at the end of the month (State HK$100,000,000 currency) :

March 2019

II. Movements in Issued Share Capital

Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares No of preference shares No. of other classes ofshares (1) (2)
	5,061,644,109 ** 172,811,060 ** **5,234,455,169 **	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)
Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable		Movement during the month					No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
		Granted	Exercised	Cancelled		Lapsed
1. Share Option Scheme AtAGM (12/08/2016) Ordinaryshares NIL NIL NIL NIL (Note 1) 2. N/A (/ /) shares (Note 1) 3. N/A (/ /) shares (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) NIL						NIL	NIL NIL N/A N/A	NIL

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants (Date of expiry-dd/mm/yyyy)	Description of warrants (Date of expiry-dd/mm/yyyy)	Description of warrants (Date of expiry-dd/mm/yyyy)	Currency of nominal value Nominal value at close of preceding month	Currency of nominal value Nominal value at close of preceding month	Exercised during the month Nominal value at close of the month	Exercised during the month Nominal value at close of the month	Exercised during the month Nominal value at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1. N/A							N/A N/A N/A
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2. N/A
			( / /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A
			( / /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A
			( / /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)
			( / /	)

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Class and description	Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1.ConvertibleBondsissued HK$ 51,811,304.90 - 51,811,304.90 pursuant to theAcquisition Agreement dated 6December 2017 and announced on 7 December 2017 Stock code (if listed) N/A Class of shares issuable_(Note 1) Ordinary Shares Subscription price HK$0.1323 EGM approval date (if applicable) (dd/mm/yyyy)) ( 19 / 04 / 2018 ) 2. N/A Stock code (if listed) Class of shares issuable(Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 3. N/A Stock code (if listed) Class of shares issuable(Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 4. N/A Stock code (if listed) Class of shares issuable(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) Total C. (Ordinary shares) (Preference shares) (Other class)	HK$ N/A	51,811,304.90	-	51,811,304.90		- NIL N/A N/A	391,619,840
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2. N/A
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Options (other than under Share Option Schemes)	Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. 2. 3.	Maximum number of Conversion Shares which may be issued upon	NIL NIL N/A N/A	646,761,806
	conversion of remaining Convertible Bonds which may be issued pursuant
	to the Acquisition Agreement dated 6 December 2017 and announced on
	7 December 2017 EGM Approval Date (19/04/2018)
	Ordinary shares_(Note 1)_
	Ordinary shares_(Note 1)_
	( / / )
	shares_(Note 1)_
	Total D. (Ordinary shares)
	(Preference shares)
	(Other class)

March 2019

Other Movements in Issued Share Capital

Other Movements in Issued Share	Capital	Capital	Capital
Type of Issue	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A
2. Open offer At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A
3. Placing At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A
4. Bonus issue	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A

March 2019

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A
6. Repurchase of shares	Class of shares repurchased_(Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )	N/A	N/A
7. Redemption of shares	Class of shares redeemed (Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A
8. Consideration issue At price : HK$	0.1736 Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) Ordinary shares (11/09/2019) N/A	172,811,060	0
9. Capital reorganisation	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A	N/A

March 2019

No. of new No. of new shares of issuer shares of issued during issuer the month which may pursuant thereto be issued pursuant thereto as at close of Type of Issue the month Class of shares issuable _ (Note 1)_ 10. Other At State (Please price Issue and allotment date : ( / / ) currency specify) : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) N/A N/A

Total E. (Ordinary shares) 172,811,060 (Preference shares) N/A (Other class) N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)[ 172,811,060 ] (2)[ N/A ] N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to N/A E): (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

• (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3) ;

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document

March 2019

to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

• (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

Allotment and issue of 2nd Batch Consideration Shares pursuant to the Agreement as defined in the

announcement of ICO Group Limited dated 20 June 2018 took place on 11 September 2019.

Pun Shing Cheung Submitted by: _____ Secretary Title: _________ (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

• • the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

• they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019