Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2018

Oct 4, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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PIONEER ENTERTAINMENT GROUP LIMITED

(Incorporated in the British Virgin Islands with limited liability)

UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED 寰宇國際金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

JOINT ANNOUNCEMENT

(1) FULFILMENT OF THE CONDITIONS OF THE AGREEMENT IN RELATION TO THE SALE AND PURCHASE OF SHARES IN UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED; (2) SUPPLEMENTAL AGREEMENT TO THE SALE AND PURCHASE AGREEMENT; (3) FURTHER UPDATE ON THE EXPECTED TIMETABLE IN RELATION TO THE DISTRIBUTION; (4) CLOSURE OF REGISTER OF MEMBERS;

(5) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER; AND

(6) FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

Financial adviser to the Offeror

References are made to (a) the announcement dated 31 July 2018 and jointly issued by Universe International Financial Holdings Limited (the “ Company ”) and Pioneer Entertainment Group Limited (the “ Offeror ”) in relation to, among other things, (i) the Sale and Purchase Agreement; (ii) the possible unconditional mandatory cash offer by Kingston Securities for and on behalf

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of the Offeror to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it); and (iii) the Share Premium Reduction and Transfer, and the Distribution (the “ Joint Announcement ”); (b) the announcement of the Company dated 21 August 2018 in relation to the delay in despatch of the Composite Document; (c) the announcement of the Company dated 23 August 2018 in relation to, among others, the revised expected timetable in relation to the Share Premium Reduction and Transfer and the Distribution and closure of register of members; (d) the circular of the Company dated 24 August 2018 (the “ Circular ”) in relation to, among others, the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name; (e) the announcement of the Company dated 17 September 2018 in relation to the poll results of the SGM in relation to, among other things, the Share Premium Reduction and Transfer and the Distribution; and (f) the announcement of the Company dated 17 September 2018 in relation to the further update on the expected timetable in relation to the Distribution and closure of register of members. Capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement and the Circular unless the context otherwise requires.

FULFILMENT OF THE CONDITIONS OF THE SALE AND PURCHASE AGREEMENT

As disclosed in the Joint Announcement, Completion is conditional upon the following Conditions having been satisfied:

• (a) the passing by the Shareholders of all necessary resolutions at the SGM in compliance with applicable laws and the Listing Rules approving, inter alia, (i) the Share Premium Reduction and Transfer; and (ii) the Distribution which shall be conditional upon the Sale and Purchase Agreement having become unconditional, and the payment of which shall take place contemporaneously with Completion; and

• (b) (i) the SFC having approved the Offeror and/or Mr. Lam and their respective associates (within the meaning of the SFO) to become a substantial shareholder(s) (within the meaning of the SFO) of China Jianxin Financial and such approval remaining in full force and effect at Completion; or (ii) evidence to the satisfaction of the Vendor that such approval is unnecessary for the transactions contemplated by the Sale and Purchase Agreement under the SFO; or (iii) the SFC having revoked the license of China Jianxin Financial to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO (as the case may be).

As at the date of this joint announcement, both Conditions (a) and (b) above have been satisfied. Completion shall take place on 19 October 2018 pursuant to the terms and conditions of the Sale and Purchase Agreement.

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SUPPLEMENTAL AGREEMENT TO THE SALE AND PURCHASE AGREEMENT

As disclosed in the Joint Announcement, Completion shall take place on the tenth Business Day following the fulfilment of the Conditions, i.e. 19 October 2018.

On 4 October 2018 (after trading hours), the Vendor, the Offeror and the Guarantor entered into a supplemental agreement to the Sale and Purchase Agreement (the “ Supplemental Sale and Purchase Agreement ”), pursuant to which the parties agreed to amend the Completion Date to 22 October 2018 (or such other date as the Purchaser and the Vendor may agree in writing).

Subject only to the amendments contained in the Supplemental Sale and Purchase Agreement and such other alterations (if any) that are necessary to make the Sale and Purchase Agreement consistent with the Supplemental Sale and Purchase Agreement, the Sale and Purchase Agreement shall remain in full force and effect in all respects.

FURTHER UPDATE ON THE EXPECTED TIMETABLE IN RELATION TO THE DISTRIBUTION

Following the Sale and Purchase Agreement having become unconditional, the Distribution has become unconditional as at the date of this joint announcement. Accordingly, and pursuant to the Supplemental Sale and Purchase Agreement, the expected timetable for the Distribution and the Completion has been updated and is set out below:

Event Date(s) 2018

Last day of dealings in Shares on a cum-entitlement basis. . . . . . . . . . . . . .Monday, 8 October

First day of dealings in Shares on an ex-entitlement basis . . . . . . . . . . . . . Tuesday, 9 October

Latest time for lodging share transfer forms for registration to qualify for the entitlement to

the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday,

10 October

Record Date for the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 11 October

Closure of register of members of the Company to determine the entitlements to the Distribution

(both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 11 October to

Friday, 12 October

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Date(s) 2018

Event

Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . .Monday, 15 October

Cheques for the Distribution to be despatched. . . . . . . . . . . . . . . . . . . . . on or about Monday, 22 October

Date of Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Monday, 22 October

The time in the above timetable refer to Hong Kong time. Dates stated for events mentioned in the above timetable are indicative only and may be extended or varied.

Any further changes to the above expected timetable will be announced as and when appropriate.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement to the Distribution, the register of members of the Company will be closed from Thursday, 11 October 2018 to Friday, 12 October 2018, both days inclusive, during which period no transfer of the Shares will be registered. All transfers of Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 10 October 2018.

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

Completion is expected to take place on 22 October 2018 following the fulfilment of the Conditions, and contemporaneously with the Distribution. Subject to and upon Completion, the Offeror and parties acting in concert with it will be interested in 494,681,853 Shares, representing approximately 54.56% of the issued share capital of the Company. Subject to and upon Completion, Kingston Securities will, on behalf of the Offeror, make the Offer to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) in accordance with the Takeovers Code.

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FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

As disclosed in the Joint Announcement, it is the intention of the Offeror and the Company to combine the offer document and the offeree company’s board circular in the Composite Document.

As disclosed in the announcement of the Company dated 21 August 2018, pursuant to the Executive’s consent granted to the Company on 20 August 2018 under Rule 8.2 of the Takeovers Code, the latest time for the despatch of the Composite Document to the Shareholders was extended to a date falling within 7 days after the date of fulfillment of the pre-conditions to the Offer or 11 October 2018, whichever the earlier.

Pursuant to the Supplemental Sale and Purchase Agreement, the parties thereto agreed to amend the Completion Date to 22 October 2018 (or such other date as the Purchaser and the Vendor may agree in writing). Further, Completion shall take place contemporaneously with the payment of the Distribution.

In light of the Supplemental Sale and Purchase Agreement and the expected time required by the Company in making all necessary arrangement for the payment of the Distribution, the Composite Document cannot be despatched within the deadline as described above. Accordingly, an application under Rule 8.2 of the Takeovers Code will be made and further announcement will be made.

Further announcement(s) will be jointly made by the Company and the Offeror when the Composite Document and the accompanying form of acceptance and transfer are despatched.

WARNING

The Offer will only be made if Completion takes place. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

By order of the board of director By order of the Board Pioneer Entertainment Universe International Group Limited Financial Holdings Limited Lam Shiu Ming, Daneil Lam Shiu Ming, Daneil Sole director Chairman and Executive Director

Hong Kong, 4 October 2018

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As at the date of this joint announcement, the sole director of the Offeror is Mr. Lam Shiu Ming, Daneil.

As at the date of this joint announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Lam Kit Sun and the independent non-executive Directors are Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai Jason.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Group and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror, the Vendor and parties acting in concert with any of them), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror, the Vendor and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

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