Hephaestus Holdings Limited — M&A Activity 2016

Jul 19, 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)

TERMINATION OF THE MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION

This announcement is made by Union Asia Enterprise Holdings Limited (the "Company") pursuant to Rule 17.10 of the GEM Listing Rules and Inside Information Provisions under Part XIVA of the SFO.

Reference is made to the announcement of the Company dated 19 April 2016 (the "Announcement") in relation to the entering into of the MOU in respect of the proposed acquisition of entire issued share capital in the Target. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement, unless stated otherwise.

Pursuant to the MOU, the MOU shall be terminated upon (i) expiry of the Exclusive Period (unless otherwise extended by the parties in the MOU in writing); or (ii) entering into of the Formal Agreement; or (iii) the Purchaser giving 15 days prior notice in writing to the Vendor to terminate the Proposed Acquisition under the MOU, whichever is earlier. Pursuant to the MOU, the Exclusive Period should end on 19 July 2016.

The Board wishes to announce that the parties to the MOU have not entered into the Formal Agreement nor any agreement to extend the Exclusive Period by 19 July 2016. Accordingly, the MOU was terminated along with the expiration of the Exclusive Period on 19 July 2016 in accordance with the terms stipulated in the MOU.

The Board considers that the termination of the MOU does not have any material adverse impact on the Group's financial position and business operation.

By order of the Board

Union Asia Enterprise Holdings Limited

Yip Man Yi

Chairman

Hong Kong, 19 July 2016

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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 six independent non-executive Directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze, Mr. Fung Kwok Leung, 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.

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