Sinopec Engineering Group Co Ltd. — M&A Activity 2018

Nov 16, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Universe Entertainment and Culture Group Company Limited.

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PIONEER ENTERTAINMENT GROUP LIMITED

(Incorporated in the British Virgin Islands with limited liability)

UNIVERSE ENTERTAINMENT AND CULTURE GROUP COMPANY LIMITED 寰宇娛樂文化集團有限公司 (formerly known as 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) CLOSE OF UNCONDITIONAL MANDATORY CASH OFFER BY

FOR AND ON BEHALF OF PIONEER ENTERTAINMENT GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN UNIVERSE ENTERTAINMENT AND CULTURE GROUP COMPANY LIMITED (OTHER THAN THOSE ALREADY OWNED OR TO BE ACQUIRED BY PIONEER ENTERTAINMENT GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT);

(2) RESULTS OF THE OFFER;

AND

(3) PUBLIC FLOAT OF THE COMPANY

Financial adviser to the Offeror

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CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer made by Kingston Securities for and on behalf of the Offeror was closed at 4:00 p.m. on Friday, 16 November 2018 and was not revised or extended by the Offeror.

RESULTS OF THE OFFER

As at 4:00 p.m. on Friday, 16 November 2018, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror had received valid acceptances in respect of a total of 260,375,020 Offer Shares under the Offer, representing approximately 28.72% of the total number of Shares in issue as at the date of this joint announcement.

SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be despatched to the Offer Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt of all the duly completed acceptance of the Offer and the relevant documents of title of the Offer Shares in respect of such acceptance to render the acceptance under the Offer complete and valid in accordance with the Takeovers Code. The latest date for the despatch of remittances for the cash consideration due in respect of valid acceptances received under the Offer is Tuesday, 27 November 2018.

PUBLIC FLOAT OF THE COMPANY

Immediately after the close of the Offer, subject to the due registration by the Registrar of the transfer of the Offer Shares in respect of which valid acceptances were received, 145,655,403 Shares, representing approximately 16.07% of the existing issued share capital of the Company, are held by the public (within the meaning of the Listing Rules), which was less than 25% of the existing issued share capital of the Company as required under Rule 8.08(1)(a) of the Listing Rule. Accordingly, the Company is not able to satisfy the public float requirement under the Listing Rules upon the close of the Offer. An application had been made to the Stock Exchange for a temporary waiver to the Company from the strict compliance with the public float requirement under Rule 8.08(1)(a) of the Listing Rules. The Offeror and the Company will take appropriate steps to restore the minimum public float of the Company as required under the Listing Rules as early as practicable. Further announcement(s) will be made by the Company regarding the restoration of the public float as and when appropriate.

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Reference is made to the composite offer and response document dated 26 October 2018 (the “ Composite Document ”) jointly issued by Pioneer Entertainment Group Limited (the “ Offeror ”) and Universe Entertainment and Culture Group Company Limited (the “ Company ”) in relation to, amongst other things, the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer made by Kingston Securities for and on behalf of the Offeror was closed at 4:00 p.m. on Friday, 16 November 2018 (the “ Closing Date ”) and was not revised or extended by the Offeror.

RESULTS OF THE OFFER

As at 4:00 p.m. (being the latest time for acceptance of the Offer) on the Closing Date, the Offeror had received valid acceptances in respect of a total of 260,375,020 Offer Shares under the Offer, representing approximately 28.72% of the total number of Shares in issue as at the date of this joint announcement.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately after Completion, the Offeror and parties acting in concert with it held an aggregate of 494,681,853 Shares, representing approximately 54.56% of the then total number of Shares in issue.

Immediately after the close of the Offer, taking into account the valid acceptances in respect of a total of 260,375,020 Offer Shares under the Offer, representing approximately 28.72% of the total number of Shares in issue as at the date of this joint announcement, subject to the due registration of the transfer of the Offer Shares acquired under the Offer to the Offeror, the Offeror and parties acting in concert with it held an aggregate of 755,056,873 Shares, representing approximately 83.28% of the total number of Shares in issue as at the date of this joint announcement.

Save as disclosed above, none of the Offeror or parties acting in concert with it (i) held, controlled or directed any Shares and rights over Shares immediately prior to the commencement of the Offer Period; or (ii) had acquired or agreed to acquire any Shares or rights over the Shares during the Offer Period. Further, neither the Offeror nor any person acting in concert with it has borrowed or lent any securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

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Set out below is the shareholding structure of the Company (i) immediately after Completion; and (ii) immediately after the close of the Offer (subject to the due registration of the transfer of the Offer Shares acquired under the Offer to the Offeror) and as at the date of this joint announcement:

Shareholders The Offeror and parties acting in concert with it Mr. Lam Kit Sun_(Note 1) Other Shareholders Total _Notes:	Immediately after Completion Number of Shares Approximate % of issued Shares 494,681,853 54.56 5,920,000 0.65 406,030,423 44.79 906,632,276 100.00	Immediately after the close of the Offer (subject to the due registration of the transfer of the Offer Shares acquired under the Offer to the Offeror) and as at the date of this joint announcement Number of Shares Approximate % of issued Shares 755,056,873 83.28 5,920,000 0.65 145,655,403 16.07 906,632,276 100.00

1. Mr. Lam Kit Sun is an executive Director.

2. Certain percentage figures included in the table have been subject to rounding adjustments.

SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be despatched to the Offer Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt of all the duly completed acceptance of the Offer and the relevant documents of title of the Offer Shares in respect of such acceptances to render the acceptances under the Offer complete and valid in accordance with the Takeovers Code. The latest date for the despatch of remittances for the cash consideration due in respect of valid acceptances received under the Offer is Tuesday, 27 November 2018.

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PUBLIC FLOAT OF THE COMPANY

Immediately after the close of the Offer, subject to the due registration by the Registrar of the transfer of the Offer Shares in respect of which valid acceptances were received, 145,655,403 Shares, representing approximately 16.07% of the existing issued share capital of the Company, are held by the public (within the meaning of the Listing Rules), which was less than 25% of the existing issued share capital of the Company as required under Rule 8.08(1)(a) of the Listing Rule. Accordingly, the Company is not able to satisfy the public float requirement under the Listing Rules upon the close of the Offer. An application had been made to the Stock Exchange for a temporary waiver to the Company from the strict compliance with the public float requirement under Rule 8.08(1)(a) of the Listing Rules. Pursuant to Note 1 to Rule 8.08(1)(b) of the Listing Rules, the trading in the securities of a listed issuer will normally be required to be suspended if the percentage of public float falls below 15%. As the percentage of the public float of the Shares is approximately 16.07% immediately after the close of the Offer (subject to the due registration of the transfer of the Offer Shares acquired under the Offer to the Offeror) and as at the date of this joint announcement, subject to the view of the Stock Exchange, the Company has not been notified in respect of any suspension of trading of the Shares as at the date of this joint announcement. The Offeror and the Company will take appropriate steps to restore the minimum public float of the Company as required under the Listing Rules as early as practicable. Further announcement(s) will be made by the Company regarding the restoration of the public float as and when appropriate.

By order of the board of director of By order of the Board of Pioneer Entertainment Group Limited Universe Entertainment and Culture Lam Shiu Ming, Daneil Group Company Limited Sole Director Lam Shiu Ming, Daneil Chairman and executive Director

Hong Kong, 16 November 2018

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.

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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 confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) 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 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 sole director of the Offeror) 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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