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

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION

Placing Agent

==> picture [244 x 29] intentionally omitted <==

THE PLACING

The Board is pleased to announce that on 24 February 2016, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best endeavour basis, up to 296,250,000 Existing Shares (or where Completion takes place after the Capital Reorganisation becomes effective, 29,625,000 New Shares) to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.10 per Existing Share (or where Completion takes place after the Capital Reorganisation becomes effective, HK$1.00 per New Share).

The Placing Price of HK$0.10 per Existing Share was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares and represents: (i) a discount of approximately 12.3% to the closing price of HK$0.114 per Existing Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a premium of approximately 15.2% over the average closing price of HK$0.0868 per Existing Share as quoted on the Stock Exchange for the five consecutive trading days of the Existing Shares immediately prior to the Last Trading Day.

for identification purposes only

Assuming Completion takes place prior to the Capital Reorganisation becoming effective, the maximum number of 296,250,000 Placing Shares represents (i) approximately 19.99% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.66% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the Placing). The aggregate nominal value of the maximum number of the Placing Shares under the Placing will be HK$2,962,500.

Assuming Completion takes place prior to the Capital Reorganisation becoming effective and assuming the maximum number of the Placing Shares is placed, the gross proceeds from the Placing will be approximately HK$29.6 million and the net proceeds from the Placing will be approximately HK$28.5 million (after deduction of commission and other expenses of the Placing). It is expected that the net proceeds from the Placing will be utilised for general working capital.

GENERAL

The Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM and therefore the allotment and issue of the Placing Shares are not subject to any additional Shareholders’ approval.

Since completion of the Placing is subject to the fulfillment of the condition as set out in the Placing Agreement and the Placing Agent is entitled to terminate the Placing Agreement under certain circumstances as described below, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

TRADING HALT AND RESUMPTION

At the request of the Company, trading in the shares of the Company on the Stock Exchange has been halted with effect from 9:00 a.m. on 24 February 2016 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the shares of the Company on the Stock Exchange with effect from 9:00 a.m. on 25 February 2016.

Principal terms of the Placing Agreement are summarised below:

THE PLACING AGREEMENT

Date:

24 February 2016

Issuer:

The Company

Placing Agent:

SBI China Capital Financial Services Limited（軟庫中華金融服務有限公司）

The Placing Agent has conditionally agreed to place up to 296,250,000 Existing Shares (or where Completion takes place after the Capital Reorganisation becomes effective, 29,625,000 New Shares), on a best endeavour basis, to not less than six Placees. The Placing Agent will receive a placing commission of 3.5% of the aggregate Placing Price of the Placing Shares actually placed in accordance with the Placing Agreement. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees:

The Placing Shares are expected to be placed to not less than six Placees, who will be individuals, corporate, institutional investors or other investors. The Placees and their respective ultimate beneficial owners shall be Independent Third Parties. The Placing Agent has warranted and undertaken to the Company that none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company.

Placing Price:

Assuming Completion takes place prior to the Capital Reorganisation becoming effective, the Placing Price of HK$0.10 per Existing Share represents:

(i) a discount of approximately 12.3% to the closing price of HK$0.114 per Existing Share as quoted on the Stock Exchange on the Last Trading Day; and
(ii) a premium of approximately 15.2% over the average closing price of HK$0.0868 per Existing Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the Last Trading Day.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Existing Shares.

The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Placing Shares:

Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$29.6 million and the net proceeds will be approximately HK$28.5 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.096 per Placing Share.

Assuming that the Completion takes place after the Capital Reorganisation having become effective and that the maximum number of Placing Shares is placed under the Placing, the net issue price per Placing Share (which is then the New Share) will be approximately HK$0.96.

Ranking of the Placing Shares:

The Placing Shares will rank, when issued and fully paid up, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares.

Condition of the Placing:

Completion of the Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares to be placed pursuant to the Placing Agreement.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure the satisfaction of the above condition by 18 March 2016 (“ Long Stop Date ”). If the above condition is not satisfied by the Long Stop Date, all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the Placing Agreement (save in respect of any antecedent breach of any obligation thereunder).

Completion:

Completion of the Placing shall take place on the fifth Business Day following the day of fulfillment of the condition of the Placing or on such other date as the Company and the Placing Agent may agree in writing.

Mandate to allot and issue the Placing Shares:

The Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM held on 30 November 2015. Under the General Mandate, the Board is authorised to allot and issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution approving the General Mandate (i.e. a total of 296,298,184 Existing Shares) until the revocation, variation or expiration of the General Mandate.

Where the Capital Reorganisation has become effective, the issued share capital of the Company will be adjusted and that the maximum number of New Shares that may fall to be allotted and issued under the General Mandate will be 29,629,818 Shares.

The Company has not exercised the power to allot and issue any new Shares pursuant to the General Mandate prior to the date of the Placing Agreement. Accordingly, the allotment and issue of the Placing Shares are not subject to any additional shareholders’ approval.

Termination:

The Placing Agent has reserved its right to terminate the Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the Completion Date if, in the reasonable opinion of the Placing Agent, after consultation with the Company:

(1) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or
(2) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or
(3) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed.

The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

The Company may, in its reasonable opinion, after consultation with the Placing Agent, terminate the Placing Agreement by notice in writing to the Placing Agent at any time up to 8:00 a.m. on the Completion Date if there is a breach of the warranties, representations and undertakings given by the Placing Agent in the Placing Agreement and such breach is considered by the Company on reasonable grounds to be material.

Upon termination of the Placing Agreement, all liabilities of the parties under the Placing Agreement shall cease and no party shall have any claim against the other party in respect of any matter or thing arising out or in connection with the Agreement save in respect of any antecedent breach of any obligation under the Agreement.

Since completion of the Placing is subject to the fulfillment of the condition as set out in the Placing Agreement and the Placing Agent is entitled to terminate the Placing Agreement under certain circumstances as described above, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in film distribution and exhibition, licensing and sublicensing of film rights, properties and securities investment, money lending, trade, wholesale and retail of optical products, watch and jewellery products, securities brokerage and margin financing, training and coaching.

The Directors are of the view that the Placing can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The Placing also represents good opportunities to broaden the shareholders’ base and the capital base of the Company. The Directors consider that the Placing is in the interest of the Company and the Shareholders as a whole.

Assuming Completion takes place prior to the Capital Reorganisation becoming effective and assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the net proceeds from the Placing are estimated to be approximately HK$28.5 million (after deduction of commission and other expenses of the Placing). It is expected that the net proceeds from the Placing will be utilised for general working capital.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Apart from the fund raising activities mentioned below, the Company has not carried out other fund raising activities during the 12 months immediately preceding the date of this announcement:

Date of

announcement/ Fund raising Net proceeds Proposed use Actual use circular/prospectus activity raised of the net proceeds of the net proceeds 13 August 2015, Rights issue of 596,760,614 Approximately Approximately HK$114.8 million, of which: Up to the date of this announcement, 24 July 2015, rights shares at the issue HK$114.8 million the Group has applied (i) 15 July 2015, price of HK$0.202 per (i) not more than approximately HK$50.0 million approximately HK$50.0 million for 24 June 2015, rights share on the basis of was intended for the development of money the development of money lending 22 June 2015 and two rights shares for every lending business business and (ii) approximately 26 May 2015 one share in issue held on HK$33.0 million for the film 13 July 2015, being the (ii) not more than approximately HK$43.4 production in Hong Kong and PRC. record date million for the existing business of holding and sponsoring stage performance, concerts The remaining unutilised proceeds of and other cultural events as well as the approximately HK$31.8 million will entertainment business in Hong Kong PRC be utilised as intended.
(iii) not less than approximately HK$21.4 million for the working capital of the Group

Date of
announcement/	Fund raising	Net proceeds	Proposed use	Actual use
circular/prospectus	activity	raised	of the net proceeds	of the net proceeds
28 July 2015,	Placing of 586,350,000	Approximately	Approximately HK$192.5 million, of which:	Up to the date of this announcement,
24 June 2015,	new shares at a price of	HK$192.5 million		the Group has applied (i)
22 June 2015 and	HK$0.3411 per share under		(i) approximately HK$20.0 million was intended	approximately HK$20 million for the
26 May 2015	specific mandate		for the development of its existing business	development of its existing business
			in trading, wholesale and retail of watch	in trading, wholesale, and retail of
			and jewellery products, or if the acquisition	watch and jewellery products; (ii)
			of 79.99% of the enlarged share capital of	Item (II): approximately HK$36.75
			Winston Asia Limited is not approved by the	million to acquire 49% of the issued
			Shareholders or does not proceed, for the	share capital of Glory International
			money lending business of the Group	Entertainment Limited principally
				engaged in film and advertising
			(ii) not less than approximately HK$60.0 million	production, provision of public
			was intended for the possible acquisition of	relations services, holding and
			a target company principally engaged in film	sponsoring stage performance,
			and advertising production, provision of public	concerts and other cultural events in
			relations services, holding and sponsoring	Hong Kong, Taiwan and the People’s
			stage performance, concerts and other cultural	Republic of China as announced
			events in Hong Kong, Taiwan and the People’s	on 27 August 2015, (iii) Item (III):
			Republic of China. If such acquisition does	approximately HK$55 million
			not proceed, the Company would seek other	to Cassia Investments Limited
			investment opportunities in the same industry	Partnership I, with the options
			(“Item (II)”)	grant to the Group to subscribe up
				to 15.45% of the issued capital of
			(iii) not less than approximately HK$60.0 million	Cassia Optical Holdings Limited, a
			was intended for the possible acquisition of	company incorporated in the Cayman
			a group of companies principally engaged in	Islands with limited liability, which
			the production of frames for eyeglasses and	owned 85% equity interest in a group
			optical products. If such acquisition does not	of companies which are principally
			proceed, the Company would seek for other	engaged in the production, supply
			investment opportunities in the same industry	and distribution of frames for
			(“Item (III)”)	eyeglasses and other optical products
				as announced on 5 October 2015;
			(iv) not more than approximately HK$35.0 million	(iv) approximately HK$53.3 million
			was intended for the development of money	for the development of money
			lending business	lending business (including the
				HK$18.3 million to the provision of
			(v) approximately HK$17.5 million was intended	short terms loans re-allocated from
			for the working capital of the Group	item Item (II) as disclosed in the
				Company’s announcement dated
				27 August 2015); and (v)
				approximately HK$27.45 million as
				general working capital of the Group
				(inclusive of approximately HK$4.9
				million originally allocated in Item
				(II) and the remaining HK$5 million
				referred to in Item (III) was used as
				general working capital).
22 April 2015 and	Placing of 49,730,000	Approximately	General working capital of the Group	Utilised for general
10 April 2015	new shares at a price of	HK$19.33 million		working capital
	HK$0.4055 per share under
	general mandate
8 April 2015 and	Issue of the 6.5% unsecured	Approximately	To finance any potential investment opportunities	Utilised for general
28 January 2015	loan notes in the aggregate	HK$8.9 million	of the Group that may arise from time to time	working capital
	principal amount of		and for the general working capital of the Group
	HK$9,200,000 due 2016 by
	the Company

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, assuming Completion takes place prior to the Capital Reorganisation becoming effective, the existing shareholding structure of the Company and the effect on the shareholding structure of the Company, upon completion of the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the shareholding structure of the Company before the issue of the Placing Shares under the Placing) are set out as below:

Shareholders Globalcrest Enterprises Limited (Note 1) Placees (Note 2) Other public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 56,739,510 3.83 – – 1,424,751,411 96.17 1,481,490,921 100.00	Upon completion of the Placing Number of Shares Approximate % 56,739,510 3.19 296,250,000 16.66 1,424,751,411 80.15 1,777,740,921 100.00	Upon completion of the Placing Number of Shares Approximate % 56,739,510 3.19 296,250,000 16.66 1,424,751,411 80.15 1,777,740,921 100.00
			100.00

Notes:

These 56,739,510 Shares are held by Globalcrest Enterprises Limited, which is wholly owned by Central Core Resources Limited. Central Core Resources Limited is the trustee of a discretionary trust founded by Mr. Lam Shiu Ming, Daneil, the chairman of the Board and an executive Director. As such, Mr. Lam Shiu Ming Daneil is deemed to be interested in all the 56,739,510 Shares held by Globalcrest Enterprises Limited. Certain immediate family members of Mr. Lam Shiu Ming, Daneil are discretionary objects of the aforesaid discretionary trust.
It is a term of the Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the Completion.

GENERAL

The Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM and therefore the Placing will not be subject to any additional Shareholders’ approval.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

TRADING HALT AND RESUMPTION

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“AGM”	annual general meeting of the Company held on 30 November 2015 at
	which, among other things, the General Mandate was granted by the
	Shareholders thereat
“associate”	has the meaning ascribed to it in the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, a Sunday or public holiday or any day on
	which a tropical cyclone warning signal 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 signal
	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 commercial banks in
	Hong Kong are open for business
“Capital Reorganisation”	the proposal for the capital reorganisation put forward to the shareholders
	of the Company as set out in the circular of the Company dated 23
	February 2016 involving, among other steps, (i) the proposed share
	consolidation of 10 Existing Shares into 1 consolidated share of HK$0.10
	each and (ii) the proposed reduction of the share capital of the Company
	whereby the par value of each of the then issued consolidated shares
	of HK$0.10 each will be reduced from HK$0.10 to HK$0.01 each by
	cancelling the paid-up capital of the Company to the extent of HK$0.09 on
	each of the then issued consolidated share and thereby creating the New
	Shares
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the issued shares of which are listed on
	the Main Board of the Stock Exchange (Stock code: 1046)
“Completion”	completion of the Placing on the terms and subject to the conditions set
	out in the Placing Agreement
“Completion Date”	date of Completion
“connected person(s)”	has the meaning ascribed to it in the Listing Rules
“Director(s)”	director(s) of the Company
“Existing Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company prior to
	the Capital Reorganisation becoming effective

“General Mandate” the general mandate unconditionally given to the Directors by the Shareholders at the AGM to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of issued share capital of the Company then existing, i.e. a total of 296,298,184 Shares “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Independent third party(ies) independent of the Company and not connected with any Third Party(ies)” of the connected persons of the Company or their respective associates “New Share(s) ordinary share(s) of HK$0.01 each in the capital of the Company after the Capital Reorganisation becoming effective “Last Trading Day” 23 February 2016, being the last full trading day before the trading halt of the Shares prior to the date of this announcement “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Placee(s)” any individual(s), corporate, institutional investor(s) or other investor(s) to be procured by or on behalf of the Placing Agent under the Placing “Placing” the offer by way of private placing of the Placing Shares by or on behalf of the Placing Agent to the Placee(s), on a best endeavor basis, on the terms and subject to the conditions set out in the Placing Agreement “Placing Agent” SBI China Capital Financial Services Limited（軟庫中華金融服務有限公司）, a licensed corporation to carry out business in type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) “Placing Agreement” the placing agreement entered into between the Company and the Placing Agent dated 24 February 2016 in relation to the Placing “Placing Price” where the Completion takes place prior to the Capital Reorganisation becoming effective, the price of HK$0.10 per Placing Share or where the Completion takes place after the Capital Reorganisation becoming effective, the price of HK$1.00 per Placing Share

“Placing Shares”

up to 296,250,000 Existing Shares or, as appropriate, 29,625,000 New Shares to be allotted and issued pursuant to the terms and conditions of the Placing Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment of the Placing Shares and each, a “Placing Share”

“Share(s)” the Existing Share(s) or, as the case may be, the New Share(s)

“Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“substantial shareholder” has the meaning ascribed to it under the Listing Rules

“%” per cent.

On behalf of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 24 February 2016

As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Ms. Cheng Hei Yu and Mr. Lam Kit Sun, the non-executive Director is Mr. Chan Shiu Kwong Stephen, and the independent non-executive Directors are Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

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Sinopec Engineering Group Co Ltd. Capital/Financing Update 2016

14896_rns_2016-02-24_eb8ef0c2-1445-4c6d-80c9-981827c320c8.pdf

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION

Placing Agent

THE PLACING

GENERAL

TRADING HALT AND RESUMPTION

THE PLACING AGREEMENT

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

Placing Shares:

Ranking of the Placing Shares:

Condition of the Placing:

Completion:

Mandate to allot and issue the Placing Shares:

Termination:

REASONS FOR THE PLACING AND USE OF PROCEEDS

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Date of

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

GENERAL

TRADING HALT AND RESUMPTION

DEFINITIONS

AI assistant

Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2016

14896_rns_2016-02-24_eb8ef0c2-1445-4c6d-80c9-981827c320c8.pdf

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION

Placing Agent

THE PLACING

GENERAL

TRADING HALT AND RESUMPTION

THE PLACING AGREEMENT

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

Placing Shares:

Ranking of the Placing Shares:

Condition of the Placing:

Completion:

Mandate to allot and issue the Placing Shares:

Termination:

REASONS FOR THE PLACING AND USE OF PROCEEDS

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Date of

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

GENERAL

TRADING HALT AND RESUMPTION

DEFINITIONS

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Sinopec Engineering Group Co Ltd. Capital/Financing Update 2016