MAJOR TRANSACTION: ACQUISITION OF 100% INTEREST IN ACE ENGINEERING

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1 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. (Incorporated in Bermuda with limited liability) (Stock Code : 630) MAJOR TRANSACTION: ACQUISITION OF 100% INTEREST IN ACE ENGINEERING ACQUISITION The Board wishes to announce that after trading hours on 14 September 2015, the Purchaser, a wholly-owned subsidiary of the Company, and the Vendors entered into the Acquisition Agreement pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, the Sale Shares, representing the entire issued share capital of ACE Engineering, at the cash Consideration of HK$20.5 million. All Vendors are Independent Third Parties. ACE Engineering is a company incorporated in Hong Kong with limited liability and is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong. * For identification purposes only 1

2 IMPLICATIONS UNDER THE LISTING RULES As certain percentage ratios in respect of the Acquisition are more than 25% but all percentage ratios are less than 100%, the Acquisition constitutes a major transaction for the Company under the Listing Rules and is subject to notification, announcement and Shareholders approval requirements of Chapter 14 of the Listing Rules. The SGM will be convened for the purpose of, among other matters, considering, and if thought fit, approving the Acquisition Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) details of the Acquisition, the Acquisition Agreement and the transactions contemplated thereunder; (ii) other information as required to be disclosed under the Listing Rules; and (iii) the notice of the SGM and a form of proxy are expected to be despatched to the Shareholders on or before 30 November 2015 as more time is required to prepare the information for inclusion in the circular. Reference is made to the announcements of the Company dated 21 May 2015 and 20 August 2015 in respect of the MOU entered into between the Purchaser and the Vendors for the possible acquisition of ACE Engineering. Further to such announcements, the Group has entered into the Acquisition Agreement, details of which are set out in this announcement below. THE ACQUISITION AGREEMENT The Board wishes to announce that after trading hours on 14 September 2015, the Purchaser, a wholly-owned subsidiary of the Company, and the Vendors entered into the Acquisition Agreement pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, the Sale Shares, representing the entire issued share capital of ACE Engineering, at the cash Consideration of HK$20.5 million, upon and subject to the terms and conditions of the Acquisition Agreement. 2

3 The major terms of the Acquisition Agreement are set out below. Date: 14 September 2015 Parties: Vendors: Mr. LEE King Yi and Madam CHUNG Wai Fong Purchaser: Best Reward Global Limited, a company incorporated in the British Virgin Islands with limited liability and principally engaged in investment holding and a wholly-owned subsidiary of the Company as at the date of this announcement To the best of the Directors knowledge, information and belief having made all reasonable enquiries, each of the Vendors is an Independent Third Party. Assets to be acquired The Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, the Sale Shares, representing the entire issued share capital of ACE Engineering, free from all encumbrances, and together with all rights and benefits attaching thereto. Consideration The Consideration for the Acquisition payable by the Purchaser to the Vendors is HK$20.5 million which shall be settled in cash in the following manner: (i) as to HK$6.15 million, being a refundable deposit ( Deposit ) upon signing of the Acquisition Agreement; and (ii) as to the remaining balance of HK$14.35 million at Completion. 3

4 If Completion does not take place as a result of the sole default of the Purchaser, the Vendors may forthwith terminate the Acquisition Agreement by giving notice of termination in writing to the Purchaser to such effect (save and except certain provisions relating to confidentiality, costs and expenses and certain miscellaneous matters which shall continue to have full force and effect), in which event the Vendors shall forthwith be entitled to retain a sum of HK$500,000 out of the Deposit as liquidated damages and shall as soon as practicable and in any event within five Business Days after the date of the notice of termination given by the Vendors refund a sum equivalent to the difference between the Deposit and the sum of HK$500,000 (without interest) to the Purchaser and whereupon neither party thereto shall take any action to claim for damages or to enforce specific performance or any other rights and remedies. If Completion does not take place as a result of the sole default of any of the Vendors, the Purchaser may forthwith terminate the Acquisition Agreement by giving notice of termination in writing to the Vendors to such effect (save and except certain provisions relating to confidentiality, costs and expenses and certain miscellaneous matters which shall continue to have full force and effect), in which event the Vendors shall forthwith refund the Deposit (without interest), and together pay a sum of HK$500,000 as liquidated damages, to the Purchaser and whereupon neither party thereto shall have any obligations and liabilities thereunder and neither party thereto shall take any action to claim for damages or to enforce specific performance or any other rights and remedies. Basis of Consideration The Consideration was determined after arm s length negotiations between the Vendors and the Purchaser on normal commercial terms with reference to the audited net profits after taxation of ACE Engineering for the year ended 31 March 2015 of approximately HK$1,738,000. The Deposit was funded by the Group s internal resources and the remaining balance of the Consideration will be funded by the Group s internal resources. 4

5 Conditions Completion is subject to and conditional upon: (i) the Purchaser having carried out and completed the due diligence review of ACE Engineering (whether legal, accounting, financial, operational or other aspects that the Purchaser considers necessary) and being reasonably satisfied with the results of the due diligence review of ACE Engineering and its related business, assets, liabilities, activities, operations, financial position, prospects in all respects and any other aspects of ACE Engineering that the Purchaser, its agents or professional advisers consider necessary; (ii) the Company having complied with the requirements under the Listing Rules in respect of the transactions contemplated under the Acquisition Agreement; (iii) the purchase of the Sale Shares and other transactions as contemplated under the Acquisition Agreement having been approved by the Shareholders (who are not required to abstain from voting in such respect under the Listing Rules or otherwise) at the SGM; (iv) (if required) all requisite waivers, consents and approvals from any relevant governmental or regulatory authorities or other relevant third parties in connection with the transactions contemplated by the Acquisition Agreement required to be obtained on the part of the parties thereto and ACE Engineering having been obtained by the Purchaser; (v) the Purchaser being satisfied, from the date of the Acquisition Agreement and at any time before the Completion, that Vendors Warranties remain true, accurate and not misleading and that no events have occurred that would result in any breach of any of the Vendors Warranties or other provisions of the Acquisition Agreement by the Vendors; and (vi) there being no Material Adverse Change up to Completion. The Purchaser may waive Conditions (i), (v) and (vi) at any time before the Long Stop Date by notice in writing to the Vendors. Save as aforesaid, none of the Conditions is capable of being waived. 5

6 If the Conditions shall not have been fulfilled or (if applicable) waived, other than as a result of the default of the Vendors, and/or the Purchaser, at or before 5:00 p.m. on the Long Stop Date, all rights and obligations of the parties under the Acquisition Agreement shall cease and terminate, save and except for (i) certain provisions relating to confidentiality, costs and expenses and certain miscellaneous matters shall remain in full force and effect, and no party shall have any claim against the other save for claim (if any) in respect of such continuing provisions or any antecedent breach thereof; and (ii) the Vendors shall within five Business Days after the Long Stop Date return an amount equal to the Deposit, without interest, to the Purchaser (or it may direct). Completion Upon fulfilment or waiver (as the case may be) of all the Conditions set out above, Completion shall take place on the Completion Date. Immediately after Completion, ACE Engineering will become a wholly-owned subsidiary of the Company and the financial results of ACE Engineering will be consolidated with the results of the Group. As disclosed in the section headed Information about ACE Engineering below, as advised by the Vendors, 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). To maintain the qualification of ACE Engineering as a registered general building contractor and a registered minor works contractor, ACE Engineering will enter into service contract with each of Mr. Lee, Madam Chung and two other individuals, which are existing employees of ACE Engineering, to act as the Technical Director and/or the Authorized Signatory (as the case may be) under the Building Ordinance (Chapter 123 of the Laws of Hong Kong) upon Completion. Each such service contract will have a term of two years from the Completion Date. Mr. Lee will be mainly responsible for managing the construction and maintenance projects of ACE Engineering. In addition to the salary payable to him, Mr. Lee will be entitled to a management bonus in a sum equal to 5% of the net profit after taxation of ACE Engineering for each financial year (or period for an incomplete financial year) during his employment. 6

7 INFORMATION ABOUT ACE ENGINEERING ACE Engineering is a company incorporated in Hong Kong with limited liability and is principally engaged in building construction, building maintenance and improvement works, project management, renovation and decoration works in Hong Kong. As advised by the Vendors, 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). Set out below is certain audited financial information of ACE Engineering for the two years ended 31 March 2015: For the year ended 31 March 2014 HK$ 000 For the year ended 31 March 2015 HK$ 000 Net profit before taxation 3,037 1,738 Net profit after taxation 2,012 1,738 The unaudited total asset value and net asset value of ACE Engineering as at 30 June 2015 were approximately HK$16,106,000 and HK$3,571,000 respectively. REASONS FOR AND BENEFITS OF THE ACQUISITION The Group is principally engaged in (i) the manufacture and sale of medical devices products; (ii) the manufacturing and sale of plastic moulding products; (iii) the provision of public relations services; and (iv) the provision of human resources management services. 7

8 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 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 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. As disclosed in the announcement of the Company dated 21 May 2015, the Directors consider 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. 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 Acquisition represents an opportunity for the Group to take 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. 8

9 The terms of the Acquisition Agreement were determined after arm s length negotiations between the parties thereto. The Directors consider that the terms of the Acquisition Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As certain percentage ratios in respect of the Acquisition are more than 25% but all percentage ratios are less than 100%, the Acquisition constitutes a major transaction for the Company under the Listing Rules and is subject to notification, announcement and Shareholders approval requirements of Chapter 14 of the Listing Rules. The SGM will be convened for the purpose of, among other matters, considering, and if thought fit, approving the Acquisition Agreement and the transactions contemplated thereunder. To the best knowledge of the Directors, no Shareholder has a material interest in the Acquisition. Accordingly, no Shareholder will be required to abstain from voting at the SGM in respect of the resolution approving the Acquisition Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) details of the Acquisition, the Acquisition Agreement and the transactions contemplated thereunder; (ii) other information as required to be disclosed under the Listing Rules; and (iii) the notice of the SGM and a form of proxy are expected to be despatched to the Shareholders on or before 30 November 2015 as more time is required to prepare the information for inclusion in the circular. 9

10 DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: ACE Engineering ACE Engineering Limited, a company incorporated in Hong Kong with limited liability and is wholly owned by the Vendors, being the subject matter of the Acquisition Acquisition the acquisition of the Sale Shares Acquisition Agreement the sale and purchase agreement dated 14 September 2015 entered into between the Purchaser and the Vendors in relation to the Acquisition Board the board of Directors Business Day a day (excluding Saturday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a black rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business Company AMCO United Holding Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange Completion completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement 10

11 Completion Date the fifth Business Day after the last outstanding Conditions (other than the Conditions which are only capable of being fulfilled upon Completion) shall have been fulfilled or waived (or such other date as the Purchaser and the Vendors shall agree in writing) on which Completion is to take place Condition(s) the conditions precedent to which Completion is subject to as set out in the sub-section headed The Acquisition Agreement Conditions of this announcement connected person(s) has the meaning ascribed thereto under the Listing Rules Consideration the aggregate sum of HK$20.5 million, being the consideration for the sale and purchase of the Sale Shares Director(s) the director(s) of the Company Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China Independent Third Party(ies) a party who is not a connected person of the Company and is independent of the Company and its connected persons Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange 11

12 Long Stop Date 31 December 2015 (or such later date as the Vendors and the Purchaser may agree in writing) Madam Chung Madam CHUNG Wai Fong, one of the Vendors Material Adverse Change any change (or effect) which has a material and adverse effect on the financial position, business or prospects or results of operations of ACE Engineering as a whole MOU the memorandum of understanding dated 21 May 2015 (as varied and supplemented by the addendum dated 20 August 2015) and entered into between the Company and the Vendors in relation to the proposed Acquisition, details of which are disclosed in the announcements of the Company dated 21 May 2015 and 20 August 2015 Mr. Lee Mr. LEE King Yi, one of the Vendors Purchaser Best Reward Global Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company Sale Shares 4,000,000 issued shares, representing the entire issued share capital of ACE Engineering SGM a special general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Acquisition Agreement and the transactions contemplated thereunder Share(s) share(s) of the Company of HK$0.01 each Shareholder(s) holder(s) of the Share(s) 12

13 Stock Exchange The Stock Exchange of Hong Kong Limited Vendors collectively, Mr. Lee and Madam Chung Vendors Warranties the representations, warranties and undertakings given jointly and severally by the Vendors under the Acquisition Agreement % per cent. On behalf of the Board AMCO United Holding Limited YIP Wai Lun, Alvin Chairman and Managing Director Hong Kong, 14 September 2015 As at the date of this announcement, Mr. Yip Wai Lun, Alvin, Ms. Leung Mei Han, Mr. Cheng Kin Chor and Mr. Leung Kelvin Ming Yuen are the executive Directors; and Mr. Wong Siu Ki, Mr. Chan Ngai Sang Kenny and Mr. Li Kwok Fat are the independent non-executive Directors. 13