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

Aug 21, 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.

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PIONEER ENTERTAINMENT GROUP LIMITED

(Incorporated in 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

DELAY IN DESPATCH OF COMPOSITE DOCUMENT

Reference is made to the announcement (the “ 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, (i) the Sale and Purchase Agreement; (ii) the possible unconditional mandatory cash offer by Kingston Securities 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); and (iii) the Share Premium Reduction and Transfer, and the Distribution. Capitalised terms used herein shall have the same meanings as defined in the Joint Announcement unless the context otherwise requires.

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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 from the Offeror and the offeree board circular from the Company in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document should normally be posted to the Shareholders within 21 days of the date of the Joint Announcement, i.e. on or before 21 August 2018. Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the consent of the Executive is required if the making of the Offer is subject to the prior fulfilment of certain pre-conditions and the pre-conditions cannot be fulfilled within the time period required by Rule 8.2 of the Takeovers Code.

As disclosed in the Joint Announcement, the making of the Offer is conditional upon the Completion, which in turn is subject to, among others, (a) the approval of the Shareholders on the Share Premium Reduction and Transfer, the Distribution and the transactions contemplated thereunder at the SGM; and (b)(i) the approval from the SFC for the change in substantial shareholder of China Jianxin Financial; 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 revocation of 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). Further, Completion shall take place contemporaneously with the payment of the Distribution.

In light of the expected time required by the Company for (a) convening the SGM for the purpose of considering and approving the Share Premium Reduction and Transfer, the Distribution and the transactions contemplated thereunder; (b)(i) obtaining the relevant approval from the SFC; or (ii) obtaining the evidence to the satisfaction of the Vendor that such approval is unnecessary; or (iii) effecting the revocation of 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); and (c) making all necessary arrangement for the payment of the Distribution, an application has been made to seek the consent from the Executive under Note 2 to Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the Composite Document to 11 October 2018 or within seven (7) days from the date of fulfillment of the pre-conditions to the Offer (including the Completion which shall take place contemporaneously with the payment of the Distribution), whichever is earlier, and the Executive has granted its 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.

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WARNING

Shareholders and potential investors of the Company should note that Completion is conditional upon the fulfillment of Conditions and the Offer will only be made if Completion takes place. Accordingly, Completion may or may not take place and the Offer may or may not proceed.

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, 21 August 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 and 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.

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