Hephaestus Holdings Limited — M&A Activity 2016

Aug 7, 2016

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.

UNION ASIA ENTERPRISE HOLDINGS LTD

萬亞企業控股有限公司

(Formerly known as Pan Asia Mining Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

UPDATE ON RECENT DEVELOPMENT OF THE DISPOSALS

Reference is made to the announcements of Union Asia Enterprise Holdings Limited (the "Company") dated 17 June 2016 and 4 July 2016 (the "Announcements") in relation to, among others, (i) the disposal of Black Sand International (Singapore) Pte. Ltd and its subsidiaries which are principally engaged in trading of scrap metals in Singapore (the "Major Disposal"); and (ii) the disposal of Pan Asia Mining (Beijing) Company Limited and its subsidiary which are principally engaged in trading of bottled mineral water and tea products in the PRC (the "Discloseable Disposal") (collectively, the "Disposals"). Terms used in this announcement shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

Based on the proposed Disposals, the Stock Exchange issued a decision letter to the Company on 4 July 2016 and the Stock Exchange was of the view that the Company would not have sufficient level of operations or assets of sufficient value to warrant the continued listing of its securities after the completion of the proposed Disposals pursuant to Rule 17.24 of the GEM Listing Rules. As such, the Company would like to provide an update to the shareholders of the Company regarding the recent development of the Disposals.

The Company intends to terminate the Major Disposal and has been actively negotiating with the purchaser of the Major Disposal for the termination of the Major Disposal. However, up to the date of this announcement, there has been no positive response from the purchaser of the Major Disposal. Therefore, the Company has sought legal advice from its legal adviser in this regard. Based on the legal opinion from the legal adviser of the Company, neither the Company nor the purchaser of the Major Disposal has the right to terminate the agreement unilaterally, other than the parties to the sale and purchase agreement in relation to the Major Disposal (the "Major SPA") enter into a termination agreement to terminate the Major Disposal or the lapse of the Major SPA upon conditions as set out in the Major SPA have not been satisfied on or before 5:00 p.m. on the Long Stop Date. The Company will continue to negotiate with the purchaser of the Major Disposal to enter into a termination agreement to terminate the Major SPA before the Long Stop Date.

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Besides, the Company intends to terminate the Discloseable Disposal and has been actively negotiating with the purchaser of the Discloseable Disposal for the termination of the Discloseable Disposal. However, up to the date of this announcement, there has been no positive response from the purchaser of the Discloseable Disposal. As stated in the announcement of the Company dated 17 June 2016 in relation to the Discloseable Disposal, the completion of the sale and purchase agreement in relation to the Discloseable Disposal (the "Discloseable SPA") is subject to the obtainment of the relevant approval from relevant PRC governmental authorities (the "Approval"). As such, the Company decides not to submit the supplementary documents to the PRC governmental authorities for the Approval. In the meanwhile, the Company is seeking for legal advice from its PRC legal adviser to evaluate the potential obligations and liabilities for not proceeding the Discloseable SPA without the consent of the purchaser of the Discloseable Disposal. The Company will continue to negotiate with the purchaser of the Discloseable Disposal to enter into a termination agreement to terminate the Discloseable SPA.

For the further development in relation to the Disposals, the Company will provide an update by way of announcement(s) in due course.

GENERAL

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on Thursday, 4 August 2016 and will remain suspended until publication of an announcement in relation to The Codes on Takeovers and Mergers and Share Buy-backs, which is inside information in nature.

By order of the Board
Union Asia Enterprise Holdings Limited
Yip Man Yi
Chairman

Hong Kong, 7 August 2016

As at the date of this announcement, the Board comprises two executive Directors, Ms. Yip Man Yi and Mr. Shiu Chi Tak, Titus, two non-executive Directors, Mr. Liang Tongwei and Mr. Wong Chi Man, and three independent non-executive Directors, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan.

This announcement, for which the Directors jointly and individually accept full responsibility, including the particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the page of "Latest Company Announcement" on the GEM website for at least 7 days from the date of its posting and on the website of the Company www.unionasiahk.com.