Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2018

Aug 23, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Universe International Financial Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer as effected for transmission to the purchaser or transferee.

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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)

(1) PROPOSED SHARE PREMIUM REDUCTION AND TRANSFER;

(2) PROPOSED DISTRIBUTION;

(3) PROPOSED CHANGE OF COMPANY NAME;

AND

(4) NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used on this cover shall have the same meanings as those defined in this circular.

A notice convening the SGM to be held at 18/F., Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 17 September 2018 at 12:00 noon is set out on pages 15 to 17 of this circular.

Whether you are able to attend or not, please complete and return the form of proxy accompanying this circular to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and, in any event, not later than Saturday, 15 September 2018 at 12:00 noon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you wish and in such event, the instrument appointing proxy shall be deemed to be revoked.

24 August 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	vi
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I – Report from Crowe (HK) CPA Limited. . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Report from Red Sun Capital Limited. . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

“acting in concert” has the meaning ascribed to it under the Takeovers Code “Board” the board of Directors “Business Day(s)” a day (other than Saturday, Sunday, public holiday and days on which a tropical cyclone warning no.8 or above or a “black rainstorm warning signal” is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which the Stock Exchange is open for the transaction of business

• “Bye-laws” the bye-laws of the Company, as amended or revised from time to time

• “Change of Company Name”

• the proposed change of the existing name of the Company from “Universe International Financial Holdings Limited” to “Universe Entertainment and Culture Group Company Limited” and to adopt “寰宇娛樂文化集團有限公司” as the secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有限公司”

• “China Jianxin Financial” China Jianxin Financial Services Limited, a company incorporated under the laws of Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company, which is a corporation licensed to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO

• “Companies Act” the Companies Act 1981 of the laws of Bermuda, as amended or revised from time to time

• “Company”

• Universe International Financial Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange

• “Completion” completion of the Sale and Purchase Agreement in accordance with the terms and conditions of the Sale and Purchase Agreement, which shall take place contemporaneously with the payment of the Distribution

• “Composite Document”

• the composite offer and response document to be jointly issued by the Offeror and the Company to the Shareholders in connection with the Offer in compliance with the Takeovers Code

• “Contributed Surplus Account”

the contributed surplus account of the Company

• “Director(s)”

the director(s) of the Company

– ii –

DEFINITIONS

• “Disposal of CNEF Shares Announcement”

• “Disposal of GET Shares Announcement”

• “Disposal of IE China Shares Announcement”

• “Distribution”

• “Effective Date”

• “Executive”

• “Group”

• “HK$”

• “Hong Kong”

the announcement of the Company dated 11 January 2018 in relation to the discloseable transaction on the part of the Company involving disposal of an aggregate of 132,400,000 shares of China New Economy Fund Limited, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock code: 80), by the Group on the open market of the Stock Exchange for an aggregate consideration of approximately HK$17.08 million on 11 January 2018

• the announcement of the Company dated 14 May 2018 in relation to the discloseable transaction on the part of the Company involving disposal of an aggregate of 74,074,500 shares of GET Holdings Limited, the issued shares of which are listed on GEM operated by the Stock Exchange (Stock code: 8100), by the Group on the open market of the Stock Exchange for an aggregate consideration of approximately HK$22.56 million in a series of transactions during the period from 27 March 2018 to 14 May 2018

• the announcement of the Company dated 11 January 2018 in relation to the discloseable transaction on the part of the Company involving disposal of an aggregate of 158,420,000 shares of Interactive Entertainment China Cultural Technology Investments Limited, the issued shares of which are listed on GEM operated by the Stock Exchange (Stock code: 8081), by the Group on the open market of the Stock Exchange for an aggregate consideration of approximately HK$5.29 million during the period from 15 November 2017 to 11 January 2018

• the proposed distribution of up to HK$271,989,682.80 of the amount standing to the credit of the Contributed Surplus Account, pro rata to the Qualifying Shareholders, being the Special Dividend

• the date on which the Share Premium Reduction and Transfer shall become effective which is expected to be the date immediately after the date of the SGM, subject to approval by the Shareholders of the relevant special resolution approving the Share Premium Reduction and Transfer at the SGM

• the Executive Director of the Corporate Finance Division of the SFC or any of his delegate

• the Company and its subsidiaries

• Hong Kong dollars, the lawful currency of Hong Kong

• the Hong Kong Special Administrative Region of the People’s Republic of China

– iii –

DEFINITIONS

• “Independent Board Committee”

the independent board committee of the Board, comprising Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai Jason formed for the purpose of advising the Offer Shareholders in respect of the Offer

• “Independent Financial Adviser”

Red Sun Capital Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Offer Shareholders in respect of the Offer

• “Latest Practicable Date”

• 22 August 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Offer” the possible mandatory unconditional cash offer to be made, subject to Completion, by Kingston Securities Limited, on behalf of the Offeror, to acquire all the issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it subject to the terms to be set out in the Composite Document

• “Offer Shareholders” the holder(s) of Share(s), other than the Offeror and parties acting in concert with it

• “Offeror” Pioneer Entertainment Group Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Lam Shiu Ming, Daneil

• “Qualifying Shareholders” Shareholders whose names appear on the Company’s share register or branch share register on the Record Date

• “Record Date”

• 26 September 2018 (or such other date to be fixed by the Company), being the record date for the purpose of determining the entitlement of the Shareholders to the Special Dividend (which will be a date prior to the date of Completion and on or about the fourth (4[th] Business Day after the date on which the Distribution having become unconditional)

• “Sale and Purchase Agreement”

• the conditional sale and purchase agreement dated 26 July 2018 and entered into among the Offeror, the Vendor and Mr. Lam Shiu Ming, Daneil in relation to the sale and purchase of 251,745,000 Shares

• “Securities Brokerage Business Update the announcement of the Company dated 22 August 2018 with Announcement” the heading “Update on the performance of securities brokerage business segment and Rule 10 to the Takeovers Code”

– iv –

DEFINITIONS

“Securities Investment Business Update	the announcement of the Company dated 10 July 2018 with the
Announcement”	heading “Update on the performance of securities investment
	business segment”
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be held and convened
	at 18/F., Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai
	Chung, New Territories, Hong Kong on Monday, 17 September
	2018, at 12:00 noon to consider, and if thought fit, to approve,
	among others, the Share Premium Reduction and Transfer, the
	Distribution and the Change of Company Name
“Share(s)”	the ordinary share(s) of HK$0.01 (each) in the share capital of the
	Company
“Share Premium Account”	the share premium account of the Company
“Share Premium Reduction	the proposed reduction and cancellation of a sum of approximately
and Transfer”	HK$893,345,000 standing to the credit of the Share Premium
	Account as at 30 June 2017 and a transfer of such credit arising from
	the share premium reduction of approximately HK$893,345,000 to
	the Contributed Surplus Account to be considered and, if thought
	fit, passed by the Shareholders at the SGM
“Shareholder(s)”	the holder(s) of Shares
“Special Dividend”	a special dividend of HK$0.30 per Share to all the Qualifying
	Shareholders, which shall be conditional upon, among others, the
	approval of the Share Premium Reduction and Transfer at the SGM
	and the Sale and Purchase Agreement becoming unconditional,
	and the payment of which shall take place contemporaneously
	with Completion
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers published by the SFC, as
	amended, supplemented or otherwise modified from time to time
“Vendor”	Mr. Chan Wai Sing Vincent, who directly held 251,745,000 Shares
	as at the date of the Sale and Purchase Agreement

– v –

EXPECTED TIMETABLE

The expected timetable for the Share Premium Reduction and Transfer, and the Distribution set out below is indicative only and it has been prepared on the assumption that all the conditions of the Share Premium Reduction and Transfer, and the Distribution will be fulfilled. The expected timetable is subject to change, and any such change will be announced in a separate announcement by the Company as and when appropriate.

Event	Dates
	2018
Despatch of this circular and notice of the SGM . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . Friday, 24 August
Record date for the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 12 September
Latest time for lodging form of proxy for the SGM
(not less than 48 hours prior to time of the SGM) . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Saturday,
	15 September
Date and time of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .12:00 noon on Monday,
	17 September
Announcement of the poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 September
The Share Premium Reduction and Transfer becoming effective. . . . . . . . . . . . . . . Tuesday, 18 September
The Distribution becoming effective . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . .Wednesday, 19 September
Last day of dealings in Shares on a cum-entitlement basis. . . . . . . . . .	. . . . . . . . . Thursday, 20 September
First day of dealings in Shares on an ex-entitlement basis . . . . . . . . . .	. . . . . . . . . . . Friday, 21 September
Latest time for lodging share transfer forms for registration
to qualify for the entitlement to the Distribution . . . . . . . . . . . . . . .	. . . . . . . . . . . 4:30 p.m. on Monday,
	24 September
Closure of register of members of the Company to determine
the entitlements to the Distribution (both dates inclusive) . . . . . . . . . . . . . .Wednesday, 26 September to
	Thursday, 27 September
Record Date for the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 26 September
Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 September
Cheques for the Distribution to be despatched . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Thursday,
	4 October
Date of Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Thursday,
	4 October

– vi –

EXPECTED TIMETABLE

Notes:

• (1) All times refer to Hong Kong local time in this circular.

• (2) Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable (including the Record Date) will be published or notified to the Shareholders in compliance with the Listing Rules. In particular, as the Distribution is conditional upon the Sale and Purchase Agreement becoming unconditional and the payment of the Distribution shall take place contemporaneously with Completion, if there is any delay in fulfilling the conditions precedent of the Sale and Purchase Agreement and/or delay in Completion, there will be delay in the Record Date and the payment of the Distribution and the expected timetable will be revised accordingly.

• (3) If a tropical cyclone warning signal no. 8 or above or a “black rainstorm warning signal” is in effect any time after 12:00 noon on the date of the SGM, the SGM will be postponed. The Company will post an announcement on the respective websites of the Company (http://www.uih.com.hk) and the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled SGM.

– vii –

LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. Lam Shiu Ming, Daneil (Chairman) Mr. Hung Cho Sing Mr. Lam Kit Sun

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors:

Mr. Choi Wing Koon Mr. Lam Chi Keung Mr. Tang Yiu Wing Mr. Chong Ki Ming Mr. Wong Cheuk Wai Jason

Head office and principal place of business in Hong Kong: 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 24 August 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE PREMIUM REDUCTION AND TRANSFER;

(2) PROPOSED DISTRIBUTION; (3) PROPOSED CHANGE OF COMPANY NAME; AND (4) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement dated 31 July 2018 and jointly issued by the Company and the Offeror in relation to, among others, the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name (the “ Joint Announcement ”).

– 1 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, further information in relation to the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name and to enable you to make a decision on whether to vote for or against the relevant resolution to be proposed at the SGM. A notice of the SGM is set out on pages 15 to 17 to this circular.

PROPOSED SHARE PREMIUM REDUCTION AND TRANSFER

The Board intends to put forward for approval by the Shareholders at the SGM a proposal to reduce the credit standing to the Share Premium Account. As at 30 June 2017, based on the audited financial statements of the Company, the audited amount of the Share Premium Account was HK$893,345,000.

It is proposed that:

• (i) the amount standing to the credit of the Share Premium Account be reduced by HK$893,345,000;

• (ii) the credit arising from the share premium reduction be transferred to the Contributed Surplus Account; and

• (iii) the Board be authorised to make the Distribution of up to HK$271,989,682.80 of the amount standing to the credit of the Contributed Surplus Account, pro rata to the Shareholders, being the Special Dividend.

Conditions of the Share Premium Reduction and Transfer

The Share Premium Reduction and Transfer is conditional upon:

1. the passing of a special resolution by the Shareholders approving the Share Premium Reduction and Transfer at the SGM; and

2. compliance with section 46(2) of the Companies Act, including (a) the publication of a notice in relation to the Share Premium Reduction and Transfer in an appointed newspaper in Bermuda not more than 30 days and not less than 15 days before the Effective Date, and (b) the Board being satisfied that on the Effective Date, there are no reasonable grounds for believing that the Company is, or after the Share Premium Reduction and Transfer would be, unable to pay its liabilities as they become due.

Subject to the fulfilment of the above conditions, it is expected that the Share Premium Reduction and Transfer shall become effective on the date immediately after the date of the SGM.

DISTRIBUTION

In view of the Board’s recommendation on 31 July 2018 and subject to the approval by the Shareholders by way of poll, the Board proposes to make the Distribution to the Qualifying Shareholders.

Based on 906,632,276 Shares in issue as at the Latest Practicable Date and the Distribution of HK$0.30 per Share, the total amount of the Distribution, if approved, will be HK$271,989,682.80.

– 2 –

LETTER FROM THE BOARD

The Distribution will be made in HK$ to the Qualifying Shareholders.

Subject to the fulfillment of the conditions set out in the paragraph headed “Conditions of the Distribution” below, the Distribution is intended to be paid out of the Contributed Surplus Account in accordance with the Bye-Laws and in accordance with the Companies Act.

Conditions of the Distribution

The Distribution is conditional upon the satisfaction of the following conditions:

• (i) the approval by the Shareholders by way of a resolution (which will be combined with the resolution to approve the Share Premium Reduction and Transfer) at the SGM;

• (ii) the Share Premium Reduction and Transfer becoming unconditional and effective in accordance with its terms set out above;

• (iii) the Sale and Purchase Agreement becoming unconditional in all respects in accordance with its terms; and

• (iv) the Board being satisfied in compliance with section 54(1) of the Companies Act (a) that the Company is, or would after the payment of the Distribution be, able to pay its liabilities as they become due or (b) the realisable value of the Company’s assets would thereby be less than its liabilities.

As disclosed in the Joint Announcement, Completion is conditional upon the following conditions having been fulfilled: (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 Shiu Ming, Daneil 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 this 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 Latest Practicable Date, none of the conditions precedent of the Sale and Purchase Agreement as set out above has been fulfilled.

The Distribution, if approved, will be distributed based on the information of the Qualifying Shareholders on the Record Date. All Shareholders who are registered as a member of the Company in the register of members of the Company on the Record Date will be entitled to the Distribution, if approved. The Distribution, if approved, will be distributed to the Qualifying Shareholders in cash based on the address of such Qualifying Shareholders recorded in the register of members of the Company on the Record Date, which shall take place contemporaneously with Completion. Further announcement regarding the Distribution and the Offer will be made to keep the Shareholders informed of the latest progress.

As at the Latest Practicable Date, none of the conditions of the Distribution as set out above has been fulfilled.

– 3 –

LETTER FROM THE BOARD

REASONS FOR THE SHARE PREMIUM REDUCTION AND TRANSFER AND THE DISTRIBUTION

As disclosed in the announcement of the Company dated 17 May 2018, the Board decided to cease the business of China Jianxin Financial in the provision of securities services and securities margin financing to clients (the “ Securities Brokerage Segment ”) which was intended to take effect as from 30 June 2018. The cessation of the Securities Brokerage Segment took effect from 30 June 2018. Further, as disclosed in the Joint Announcement, upon completion of the Sale and Purchase Agreement, Mr. Lam Shiu Ming, Daneil would become the controlling Shareholder and Mr. Lam Shiu Ming, Daneil intended to continue with the current businesses of the Company without material acquisition plan on any new business in the near future. Having considered the cash and capital requirement of the Company to develop its current businesses in near term, the Board considers that it would be in the interest of the Company and Shareholders as a whole to distribute the excess cash by way of dividend to its shareholders.

The Directors are proposing the Share Premium Reduction and Transfer as they consider it unnecessary to maintain the Share Premium Account at its current level. In addition, the Company is subject to restrictions under the laws of Bermuda on the use of the funds standing to the credit of the Share Premium Account which, in summary, is limited to application towards crediting as fully paid bonus shares to be issued and paying the costs arising on the issue of Shares. The Share Premium Reduction and Transfer will increase the distributable reserves of the Company and give the Company greater flexibility. The Contributed Surplus Account is a distributable reserve which is available to be applied by the Company in a more general manner as the Board may think fit, including but not limited to, payment of dividends to Shareholders, issue of bonus shares, elimination of accumulated losses and repurchase of Shares. The Board considers that the Share Premium Reduction and Transfer will enable the Company to make the Distribution, which provides the Shareholders with an opportunity to realise their investment in the Company. The Board therefore considers that the Share Premium Reduction and Transfer and the Distribution are in the interests of the Company and the Shareholders as a whole.

EFFECT OF THE SHARE PREMIUM REDUCTION AND TRANSFER AND THE DISTRIBUTION

The implementation of the Share Premium Reduction and Transfer does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or the trading arrangements concerning the Shares. Save for the expenses incurred by the Company in relation to the Share Premium Reduction and Transfer, the implementation of the Share Premium Reduction and Transfer will not, in itself, have any material adverse effect on the underlying assets, liabilities, business operations, management or financial position of the Company or the interests of Shareholders as a whole. As at the Latest Practicable Date, there are no reasonable grounds for believing that the Company is, or after the Share Premium Reduction and Transfer and the Distribution would be, unable to pay its liabilities as they become due.

– 4 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY FOR THE PAYMENT OF THE DISTRIBUTION AND THE EXPECTED PAYMENT DATE

The register of members of the Company will be closed from Wednesday, 26 September 2018 to Thursday, 27 September 2018, both days inclusive, during which period no transfer of Shares will be registered.

In order to qualify for the Distribution, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Monday, 24 September 2018, for registration.

Subject to the Distribution becoming unconditional and Completion taking place contemporaneously with the payment of the Distribution, the cheques for the Distribution are expected to be issued and despatched by ordinary posts to the Qualifying Shareholders at their own risks on or about Thursday, 4 October 2018.

IMPLICATION UNDER THE TAKEOVERS CODE

As at the Latest Practicable Date, the Offeror and parties acting in concert with it hold 242,936,853 Shares, representing approximately 26.79% of the issued share capital of the Company. Immediately following 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 as at the Latest Practicable Date. In accordance with Rule 26.1 of the Takeovers Code, immediately following Completion, the Offeror will be required to make the Offer to acquire all the Offer Shares. The Offer, if and when made, will be unconditional in all respects.

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. 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.

In light of the expected time required by the Company to fulfill the pre-conditions of the Offer, 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.

– 5 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the existing name of the Company from “Universe International Financial Holdings Limited” to “Universe Entertainment and Culture Group Company Limited” and to adopt “寰宇娛 樂文化集團有限公司” as the secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有限公司”.

Conditions for the Change of Company Name

The proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders to approve the Change of Company Name at the SGM; and

• (ii) the approval for the Change of Company Name having been granted by of the Registrar of Companies in Bermuda.

Subject to satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the primary name and the secondary name (in place of the existing English name and secondary name in Chinese of the Company) on the register maintained by the Registrar of Companies in Bermuda. Upon the Change of Company Name becoming effective, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

Reasons for the Change of Company Name

The Board is of the opinion that the new English and Chinese names of the Company will provide the Company with a better identification and strengthen the Company’s corporate image, which will benefit the Company’s future business development. Therefore, the Board considers that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders. Once the Change of Company Name becomes effective, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates of the Company in issue bearing the existing name of the Company will, after the Change of Company Name has become effective, continue to be effective and as documents of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

– 6 –

LETTER FROM THE BOARD

PROFIT FORECASTS

References are made to (i) the Disposal of IE China Shares Announcement, whereby it set out, among others, that the Directors expect to recognise an unaudited gain (before deducting stamp duty and related expenses) of approximately HK$1.81 million from the disposal of 158,420,000 shares of Interactive Entertainment China Cultural Technology Investments Limited on the open market of the Stock Exchange (“ IE China Disposal ”); (ii) the Disposal of CNEF Shares Announcement, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (before deducting stamp duty and related expenses) of approximately HK$6.75 million from the disposal of 132,400,000 shares of China New Economy Fund Limited on the open market of the Stock Exchange (“ CNEF Disposal ”); (iii) the Disposal of GET Shares Announcement, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (exclusive of transaction costs) of approximately HK$15.91 million from the disposal of 74,074,500 shares of GET Holdings Limited on the open market of the Stock Exchange (“ GET Disposal ”); (iv) the Securities Investment Business Update Announcement, whereby it set out, among others, that Group is expected to record a fair value loss arising from the change in fair value of financial assets at fair value through profit or loss of approximately HK$110.0 million for the year ended 30 June 2018 in the securities investments business segment; and (v) the Securities Brokerage Business Update Announcement, whereby it set out, among others, that the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (includes impairment losses of goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the Securities Brokerage Segment as a result of the cessation of the Securities Brokerage Segment) (collectively, the “ Estimates ”).

The IE China Disposal, CNEF Disposal and GET Disposal were completed before 30 June 2018 and the relevant gains/losses on such disposals were subsequently recorded in the unaudited management accounts of the securities investments business segment of the Group for the year ended 30 June 2018.

The Estimates were made by the Directors based on the unaudited management accounts of the securities investments and securities brokerage business segment of the Group for the year ended 30 June 2018, which were prepared on a basis consistent in all material respects with the accounting policies normally adopted by the Group as set out in its annual report of the Group for the year ended 30 June 2017 and the new or revised accounting standards issued that are effective for accounting period beginning on 1 July 2017 where applicable. No assumptions were involved in the making of the Estimates as the Estimates relate to a period already ended.

Pursuant to Rule 10 of the Takeovers Code, the Estimates are regarded as profit forecasts and must be reported on by the Company’s auditors and the Independent Financial Adviser in accordance with Rule 10.4 of the Takeovers Code. In this regard, the Estimates have been reported on by Crowe (HK) CPA Limited, the auditors of Company, and Red Sun Capital Limited, the Independent Financial Adviser, in the Securities Brokerage Business Update Announcement. Pursuant to Rule 10.4 of the Takeovers Code, the Estimates are repeated in full in this circular, and the reports from Crowe (HK) CPA Limited and Red Sun Capital Limited are set out in the Appendix I and Appendix II to this circular respectively. The Directors considered that the Estimates remain valid for the purpose of the Offer as at the Latest Practicable Date. Both Crowe (HK) CPA Limited and Red Sun Capital Limited have indicated that they have no objection to their reports continuing to apply as at the Latest Practicable Date.

SGM

The SGM will be held on Monday, 17 September 2018 at 12:00 noon, at which special resolutions will be proposed for approval by the Shareholders of the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name. The notice convening the SGM is set out on pages 15 to 17 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM in person, you are requested to complete and return the enclosed form of proxy to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon as soon as possible, and in any event, not later than 12:00 noon on Saturday, 15 September 2018. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

No Shareholder is required to abstain from voting on the relevant resolutions to approve the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name at the SGM.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions set out in the notice of the SGM will be decided by poll. An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under the Listing Rules.

RECOMMENDATION

The Directors believe that all the above-mentioned resolutions approving the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name are in the best interests of the Company and the Shareholders. Therefore, the Directors recommend the proposals to all the Shareholders for their favourable consideration and urge them to vote in favour of these resolutions to be proposed at the SGM.

RESPONSIBILITY STATEMENT

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this circular, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular, the omission of which would make any statements in this circular misleading.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions to be proposed at the SGM and is required to abstain from voting on the resolution(s) to be proposed at the SGM.

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

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REPORT FROM CROWE (HK) CPA LIMITED

APPENDIX I

REPORT FROM CROWE (HK) CPA LIMITED

The following is the full text of report prepared for the purpose of incorporation in the Securities Brokerage Business Update Announcement, received from Crowe (HK) CPA Limited, Certified Public Accountants.

Crowe (HK) CPA Limited has given and has not withdrawn its consent to the issue of this circular with the inclusion of its report and references to its name and logo in the form and context in which it appears.

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24 August 2018

The Board of Directors Universe International Financial Holdings Limited 18/F., Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

Dear Sirs,

UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED (THE “COMPANY”) AND ITS SUBSIDIARIES (COLLECTIVELY REFERRED TO AS THE “GROUP”)

Profit estimate for the year ended 30 June 2018

We refer to the Estimates (as defined in the following statement below) set forth in the announcement issued by the Company dated 22 August 2018 (the “ Announcement ”) and the letter from the Board on pages 1 to 8 of this circular. The Estimates have been prepared to enable the directors of the Company to make the following statement in the Announcement.

“References are made to (i) the Company’s announcement dated 11 January 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited gain (before deducting stamp duty and related expenses) of approximately HK$1.81 million from the disposal of 158,420,000 shares of Interactive Entertainment China Cultural Technology Investments Limited on the open market of the Stock Exchange (“ IE China Disposal ”); (ii) the Company’s announcement dated 11 January 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (before deducting stamp duty and related expenses) of approximately HK$6.75 million from the disposal of 132,400,000 shares of China New Economy Fund Limited on the open market of the Stock Exchange (“ CNEF Disposal ”); (iii) the Company’s announcement dated 14 May 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited loss

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REPORT FROM CROWE (HK) CPA LIMITED

APPENDIX I

(exclusive of transaction costs) of approximately HK$15.91 million from the disposal of 74,074,500 shares of GET Holdings Limited on the open market of the Stock Exchange (“ GET Disposal ”); (iv) the Company’s announcement dated 10 July 2018, whereby it set out, among others, that the Group is expected to record a fair value loss arising from the change in fair value of financial assets at fair value through profit or loss of approximately HK$110.0 million for the year ended 30 June 2018 in the securities investments business segment; and (v) the statement set forth in this announcement which head as follows, the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (includes impairment losses of goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the securities brokerage business segment as a result of the cessation of the Securities Brokerage Segment) (collectively, the “ Estimates ”).”

Directors’ Responsibilities

The Estimates have been prepared by the directors of the Company based on the unaudited management accounts of the securities investments business segment and securities brokerage business segment of the Group for the year ended 30 June 2018, which were prepared on a basis consistent in all material respects with the accounting policies normally adopted by the Group as set out in its annual report of the Group for the year ended 30 June 2017 and the new or revised accounting standards issued that are effective for accounting period beginning on 1 July 2017 where applicable.

The Company’s directors are solely responsible for the Estimates.

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Control 1 “Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements” issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion on the accounting policies and calculations of the Estimates based on our procedures.

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REPORT FROM CROWE (HK) CPA LIMITED

APPENDIX I

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 500, “Reporting on Profit Forecasts, Statements of Sufficiency of Working Capital and Statements of Indebtedness” and with reference to Hong Kong Standard on Assurance Engagements 3000 (Revised), “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” issued by the HKICPA. Those standards require that we plan and perform our work to obtain reasonable assurance as to whether, so far as the accounting policies and calculations are concerned, the Company’s directors have properly compiled the Estimates in accordance with the basis adopted by the directors and as to whether the Estimates are presented on a basis consistent in all material respects with the accounting policies normally adopted by the Group. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.

Opinion

In our opinion, so far as the accounting policies and calculations are concerned, the Estimates have been properly compiled in accordance with the basis adopted by the directors as set out in the Announcement and this circular and are presented on a basis consistent in all material respects with the accounting policies normally adopted by the Group as set out in the annual report of the Group for the year ended 30 June 2017 and the new or revised accounting standards issued that are effective for accounting period beginning on 1 July 2017 where applicable.

Yours faithfully,

Crowe (HK) CPA Limited

Certified Public Accountants Hong Kong

Chan Wai Dune, Charles

Practising Certificate Number P00712

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REPORT FROM RED SUN CAPITAL LIMITED

APPENDIX II

REPORT FROM RED SUN CAPITAL LIMITED

The following is the full text of report prepared for the purpose of incorporation in the Securities Brokerage Business Update Announcement, received from Red Sun Capital Limited, the Independent Financial Adviser.

Red Sun Capital Limited has given and has not withdrawn its consent to the issue of this circular with the inclusion of its report and references to its name and logo in the form and context in which it appears.

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24 August 2018

The Board of Directors Universe International Financial Holdings Limited 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

Dear Sirs,

Reference is made to the announcement issued by the Company dated 22 August 2018 (the “ Announcement ”), of which this letter forms part. Unless the context otherwise requires, all capitalised terms used herein shall have the same meanings as those defined in the Announcement.

We refer to the Estimates set forth in the Announcement and the letter from the Board on pages 1 to 8 of this circular for which the Directors are solely responsible. We note that the Estimates are regarded as profit forecasts pursuant to Rule 10 of the Takeovers Code.

We have obtained and reviewed supporting documents in relation to the Estimates which the Directors are solely responsible for including (i) the calculation in relation to the unaudited gain and loss on the disposal of shares of the listed companies in Hong Kong; (ii) the monthly statements of the Group’s securities investment accounts for the year ended 30 June 2018; (iii) the business valuation report issued by an independent professional qualified valuer which is not connected with the Group in relation to the appraisal of fair value of shares of a Hong Kong listed company (in relation to the fair value loss arising from the change in fair value of financial assets at fair value through profit or loss for the year ended 30 June 2018 in the securities investment business segment as stated in the Estimates) as at 30 June 2018 as it cannot be measured using its quoted price in an active market due to the suspension of trading on its shares by the Stock Exchange since 24 November 2017; and (iv) the unaudited management accounts of the securities investments and the securities brokerage business segment of the Group for the year ended 30 June 2018 and discussed with the Directors and the senior management of the Company the information and documents provided by the Directors.

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REPORT FROM RED SUN CAPITAL LIMITED

APPENDIX II

In particular, we have reviewed the following documents:

• (i) for the IE China Disposal, CNEF Disposal and GET Disposal, we have reviewed the unaudited management accounts of securities investments including the workings, calculation and the monthly statements of the Group’s securities investment accounts in calculating the estimated gains/(losses) on such disposal;

• (ii) for the Company’s announcement dated 10 July 2018, whereby it set out, among others, that the Group is expected to record a fair value loss arising from the change in fair value of financial assets at fair value through profit or loss of approximately HK$110.0 million for the year ended 30 June 2018 in the securities investments business segment, we have reviewed the unaudited management accounts of securities investments business segment including the workings, calculation and monthly statements of the Group’s securities investment accounts and the business valuation report issued by an independent professional qualified valuer which is not connected with the Group in relation to the appraisal of fair value of shares of a Hong Kong listed company (in relation to the fair value loss arising from the change in fair value of financial assets at fair value through profit or loss for the year ended 30 June 2018 in the securities investment business segment as stated in the Estimates) as at 30 June 2018 as it cannot be measured using its quoted price in an active market due to the suspension of trading in its shares on the Stock Exchange since 24 November 2017; and

• (iii) for the Securities Brokerage Business Update Announcement, whereby it set out, among others, that , the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (includes impairment losses of goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the securities brokerage business segment as a result of the cessation of the Securities Brokerage Segment), we have reviewed the unaudited management accounts of Securities Brokerage Segment including the provision of impairment loss of goodwill of approximately HK$28.1 million and the provision of impairment loss of intangible assets of approximately HK$11.4 million as a result of the cessation of the Securities Brokerage Segment.

Besides, we have also reviewed and discussed with the Directors and the reporting accountants of the Company regarding the basis adopted by the Directors upon which the Estimates have been calculated and the accounting policies and calculations adopted in arriving at the Estimates.

The Estimates were made by the Directors based on the unaudited management accounts of the securities investments and securities brokerage business segment of the Group for the year ended 30 June 2018.

Based on the above, we are satisfied that the Estimates, has been made with due care and consideration.

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REPORT FROM RED SUN CAPITAL LIMITED

APPENDIX II

For the purpose of this letter, we have relied on and assumed the accuracy and completeness of all information provided to us. We have not assumed any responsibility for independently verifying the accuracy and completeness of such information or undertaken any independent evaluation or appraisal of any of the assets or liabilities of the Group. Save as provided in this letter, we do not express any other opinion or views on the Estimates.

Your faithfully, For and on behalf of Red Sun Capital Limited Robert Siu Managing Director

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NOTICE OF SGM

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the “ SGM ”) of Universe International Financial Holdings Limited (the “ Company ”) will be held at 18/F., Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 17 September 2018 at 12:00 noon for the purposes of considering and, if thought fit, passing the following resolutions as special resolutions of the Company with or without amendments:

1. “ THAT:

2. (a) conditional on compliance with section 46(2) of the Companies Act 1981 of the laws of Bermuda, as amended or revised from time to time (the “ Companies Act ”), the reduction of the amount standing to the credit of the share premium account of the Company by HK$893,345,000 (the “ Share Premium Reduction ”) be and is hereby approved;

3. (b) the transfer of the credit arising from the Share Premium Reduction to the contributed surplus account of the Company (the “ Contributed Surplus Account ”) be and is hereby approved;

4. (c) conditional on compliance with section 54(1) of the Companies Act, the distribution of the special dividend of HK$0.30 per share up to HK$271,989,682.80 (the “ Distribution ”) of the amount standing to the credit of the Contributed Surplus Account be made pro rata to the shareholders of the Company as of 26 September 2018 (or such other date to be fixed by the Company) (the “ Record Date ”) (which shall take place contemporaneously with completion of the sale and purchase agreement dated 26 July 2018 and entered into among Pioneer Entertainment Group Limited, Mr. Chan Wai Sing Vincent and Mr. Lam Shiu Ming, Daneil in relation to the sale and purchase of 251,745,000 shares of the Company), being the special dividend referred to in the announcement dated 31 July 2018 and jointly issued by the Company and Pioneer Entertainment Group Limited, be and is hereby approved; and

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NOTICE OF SGM

• (d) the directors of the Company be and are hereby authorised generally to carry out all acts and things which they may consider appropriate, necessary or desirable to give effect to or to implement the foregoing and the transactions contemplated under this resolution including, without limitation, the determination of the exact amount to be distributed out of the Contributed Surplus Account under this resolution, fixing, re-fixing or making any variations to the Record Date in accordance with the bye-laws of the Company and other aspects of the Distribution and the execution, amendment, supplement, delivery and implementation of any documents, agreements and deeds as they may deem fit in compliance with the legal and regulatory requirements and in the interests of the Company.”

• “ THAT subject to any necessary approval of the Registrar of Companies in Bermuda in relation to the proposed change of the name of the Company being obtained, the change of name of the Company from “Universe International Financial Holdings Limited” to “Universe Entertainment and Culture Group Company Limited”, and the adoption of “寰宇娛樂文化集團有限公司” as the secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有限公司” (the “ Change of the Company Name ”) with effect from the date of entry of the new primary name and secondary name on the register maintained by the Registrar of Companies in Bermuda, and any one director or officer of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents as he may consider necessary or expedient to give effect to the Change of the Company Name and the transactions contemplated thereunder.”

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

Hong Kong, 24 August 2018

Registered office: Head office and principal place of business Clarendon House in Hong Kong: 2 Church Street 18th Floor Hamilton HM11 Wyler Centre Phase II Bermuda 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

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NOTICE OF SGM

Notes:

• (1) A member of the Company entitled to attend and vote at the SGM convened by the above notice shall be entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/its behalf. A proxy needs not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event, not later than Saturday, 15 September 2018 at 12:00 noon.

• (3) Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the SGM or any adjournment thereof should he/she/it so wish, and in such case, the instrument appointing a proxy previously submitted shall be deemed to be revoked.

• (4) The above resolutions put to vote at the SGM will be decided by way of poll as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (5) Record date (being the last date for registration of any share transfer) for determining the entitlement of the shareholders of the Company to attend and vote at the proposed SGM will be 12 September 2018. In order to qualify for the proposed SGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on 12 September 2018.

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