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

Oct 11, 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 Universe International Financial Holdings Limited.

==> picture [94 x 55] intentionally omitted <==

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

FURTHER DELAY IN DESPATCH OF COMPOSITE DOCUMENT

References are made to (i) the announcement (the “ First Joint 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, (a) the agreement for the sale and purchase of shares in the Company (the “ Shares ”); and (b) the possible unconditional mandatory cash offer by Kingston Securities Limited for and on behalf 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); (ii) the announcement (the “ Second Joint Announcement ”) dated 21 August 2018 and jointly issued by the Company and the Offeror in relation to the delay in despatch of the Composite Document; (iii) the announcement (the “ Third Announcement ”) of the Company dated 23 August 2018 in relation to the despatch of the Circular, revised expected timetable in relation to the proposed Share Premium Reduction and Transfer and the Distribution and closure of register of members; (iv) the announcement (the “ Fourth Announcement ”) of the Company dated 17 September 2018 in relation to further update on the expected timetable in relation to the Distribution and closure of register of members; and (v) the announcement (the “ Fifth Joint Announcement ”, together with the First Joint Announcement, the Second Joint Announcement, the Third Announcement and the Fourth Announcement, collectively being the “ Announcements ”) dated 4 October 2018 and jointly

– 1 –

issued by the Company and the Offeror in relation to, among others, (a) the fulfilment of the conditions of the Sale and Purchase Agreement; (b) supplemental agreement to the Sale and Purchase Agreement; (c) further update on the expected timetable in relation to the Distribution; (d) closure of register of members; (e) possible unconditional mandatory cash offer; and (f) further delay in despatch of the Composite Document. Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

As disclosed in the First 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 Second Joint Announcement, 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.

On 4 October 2018, the Vendor, the Offeror and the Guarantor entered into 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). Further, pursuant to the terms of the Sale and Purchase Agreement, Completion shall take place contemporaneously with the payment of the Distribution.

In light of (i) the Supplemental Sale and Purchase Agreement, pursuant to which the Completion Date was amended to 22 October 2018 (or such other date as the Purchaser and the Vendor may agree in writing); (ii) the expected time required by the Company in making all necessary arrangement for the payment of the Distribution; and (iii) additional time is required to finalise certain information to be contained in the Composite Document, including but not limited to financial information of the Group, an application for consent has been made to the Executive under Rule 8.2 of the Takeovers Code to further extend the deadline for the despatch of the Composite Document, together with the form of acceptance and transfer, to 26 October 2018 and the Executive has indicated that it is minded to grant consent for such extension.

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.

– 2 –

WARNING

Shareholders and potential investors of the Company should note that 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, 11 October 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.

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 his knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors 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 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.

– 3 –