Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2013

Sep 16, 2013

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

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

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PLACING OF UNLISTED WARRANTS UNDER GENERAL MANDATE

Placing Agent

Astrum Capital Management Limited

After trading hours on 16 September 2013, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Company has appointed the Placing Agent as its agent to procure for Placees to subscribe for the Warrants, on a best efforts basis, at an issue price of HK$0.0025 per Warrant.

The Warrants will entitle the holders thereof to subscribe in cash up to an aggregate amount of HK$85,500,000 for the Warrant Shares at an initial subscription price of HK$0.250 per Warrant Share, subject to adjustments, for a period of 2 years commencing from the date of issue of the Warrants. Based on the initial Subscription Price of HK$0.250 per Warrant Share, a maximum of 342,000,000 Warrant Shares will be allotted and issued by the Company upon full exercise of the subscription rights attaching to the Warrants. The maximum number of the Warrant Shares represent approximately 19.97% of the existing issued capital of the Company and approximately 16.64% of the issued capital as enlarged by the allotment and issue of the Warrant Shares (assuming that there will not be any change in the issued share capital of the Company before the exercise of the subscription rights attached to the Warrants in full (other than the issue of the Warrant Shares)).

• for identification purposes only

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The Warrant Shares will be issued under the General Mandate. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants.

Assuming that the maximum aggregate amount of HK$85,500,000 of the Warrants are placed with the Placee(s), the maximum gross proceeds from the issue of the Warrants is approximately HK$0.9 million and the maximum net proceeds from the Warrant Placing is approximately HK$0.6 million. The net proceeds will be utilised by the Group as its general working capital. Assuming the full exercise of the subscription rights attaching to the Warrants at the initial Subscription Price, it is expected an additional amount of HK$85.5 million will be raised. Such funds will be utilised by the Group for its general working capital and for development of new investment opportunities.

Completion of the Placing is subject to the satisfaction of the conditions precedent under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

After trading hours on 16 September 2013, the Company entered into the Placing Agreement with the Placing Agent, the principal terms of which are summarised below.

PLACING AGREEMENT

1. Date

16 September 2013

2. Issuer

The Company

3. Placing Agent

Astrum Capital Management Limited has been appointed to act, on a best efforts basis, as placing agent for the Company for the Placing. The Placing Agent will receive a placing commission in the sum of HK$100,000, which is arrived at after arm’s length negotiations between the parties to the Placing Agreement. The Directors are of the view that the placing commission is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

To the best of the Directors’ knowledge, information and belief having made all reasonable inquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

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4. The Warrants

Number of Warrant Shares:

Warrants to be issued by the Company at the Issue Price, each conferring the right to the holder thereof to subscribe up to HK$85,500,000 in aggregate for the Warrant Shares.

Based on the initial Subscription Price of HK$0.250 per Warrant Share and assuming that there will not be any change in the issued share capital of the Company before the exercise of the subscription rights attached to the Warrants in full (other than the issue of the Warrant Shares), upon the exercise of the subscription rights attaching to the Warrants in full, 342,000,000 Warrant Shares will be issued, representing approximately 19.97% of the existing issued capital of the Company and approximately 16.64% of the issued capital as enlarged by the allotment and issue of the Warrant Shares. The maximum nominal value of the Warrant Shares under the Placing will be HK$6,840,000.

Status: The Warrants will be constituted by way of deed poll to be executed by the Company. The Warrants will rank pari passu in all respects among themselves. Form: The Warrants will be issued upon completion in registered form. Definitive certificates will be issued to the holders of the Warrants. Issue Price: HK$0.0025 per Warrant payable in cash. Subscription Price: Each Warrant will carry the right to subscribe for one Share at an initial Subscription Price of HK$0.250 per Warrant Share, subject to adjustments upon occurrence of certain events, including:

• (i) an alteration of the nominal amount of the Shares by reason of any consolidation or subdivision;

• (ii) an issue (other than in lieu of a cash dividend) by the Company of Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);

• (iii) a capital distribution being made by the Company, whether on a reduction of capital or otherwise, to the Shareholders in their capacity as such;

• (iv) an offer or grant being made by the Company to the Shareholders by way of rights or of options or warrants to subscribe for new Shares at a price which is less than 80% of the market price of the Shares;

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• (v) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total effective consideration per Share is less than 80% of the market price of the Shares, or the terms of any such issue being altered so that the said total effective consideration is less than 80% of the market price of the Shares;

• (vi) an issue being made by the Company wholly for cash of Shares (other than pursuant to any employee share option scheme) at a price less than 80% of the market price of the Shares; and

• (vii) a cancellation of any Shares repurchased by the Company (other than on the Stock Exchange or any stock exchange recognised for such purpose) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the subscription price.

It is the intention of the Company not to undertake any event which may result in any adjustment to the Subscription Price at any time when any Warrant remains outstanding.

Subscription Period:

The subscription rights attaching to the Warrants may be exercised at any time from the date of issue of the Warrants until 4:00 p.m. (Hong Kong time) on the second anniversary of the issue date (or, if that is not a business day, the first business day immediately following such date) (both dates inclusive), subject to earlier termination as provided in the Instrument.

Rights of the Warrant The Warrant Shares that fall to be issued upon the exercise of the Shares: subscription rights attaching to the Warrants will rank pari passu in all respects with the Shares in issue on the relevant date of registration of relevant warrantholder’s name on the register of members of the Company as holder of such Warrant Shares and accordingly shall be entitled to dividends or other distribution.

Transferability: The Warrants are transferable, in whole amounts or multiples of units of subscription rights of the Warrants of HK$100,000 or, subject to the agreement by the Company in such other denomination, and any transfer of the Warrants to any connected person shall be subject to the requirements that the Stock Exchange may impose from time to time.

5. The Placees

Under the Placing Agreement, the Placing Agent has undertaken that each of the Placees to be procured by the Placing Agent and its ultimate beneficial owner(s) will be an Independent Third Party.

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6. Basis of pricing of the Warrants

The initial Subscription Price of HK$0.250 per Warrant Share represents (i) a premium of about 16.28% over the closing price of HK$0.215 per Share as quoted on the Stock Exchange on 16 September 2013, being the date of the Placing Agreement, and (ii) a premium of about 11.51% over the average closing price of approximately HK$0.2242 per Share as quoted on the Stock Exchange for the last five trading days up to and including 13 September 2013, the last trading day immediately preceding the date of the Placing Agreement.

The aggregate of the Issue Price of HK$0.0025 per Warrant and the initial Subscription Price of HK$0.250 per Warrant is HK$0.2525. This represents (i) a premium of about 17.44% over the closing price of HK$0.215 per Share as quoted on the Stock Exchange on 16 September 2013, being the date of the Placing Agreement, and (ii) a premium of about 12.62% over the average closing price of approximately HK$0.2242 per Share as quoted on the Stock Exchange for the last five trading days up to and including 13 September 2013, the last trading day immediately preceding the date of the Placing Agreement.

The Subscription Price and the aggregate of it with the Issue Price were determined with reference to the prevailing market price of the Shares and were negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that each of the Subscription Price and the Issue Price is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

7. Conditions of the Placing and completion

Completion of the Placing is conditional upon the Stock Exchange granting approval of the issue of the Warrants (if required) and granting or agreeing to grant the listing of, and permission to deal in, all Shares falling to be issued upon the exercise of the subscription rights attaching to the Warrants either unconditionally or subject to conditions to which the Placing Agent accepts.

If the above condition is not fulfilled by 5:00 p.m. on 31 October 2013 (Hong Kong time) (or such later time or date as the Company and the Placing Agent may agree), the Placing Agreement will terminate and the Placing will not proceed and neither the Company and the Placing Agent shall have any claim against the other in respect of any matter or thing arising out of or in connection with the Placing Agreement save for any antecedent breach of any obligation under this Agreement and in connection with any and all rights and obligations accrued prior to such termination.

The Warrants will be created and issued to the Placees on the third business day (or such other day as agreed by the Company and the Placing Agent) after the day on which the Placing Agent is notified by the Company about the fulfillment of the above condition.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in the business of distribution of films in various videogram formats, licensing and sub-licensing of film rights and film exhibition and leasing of investment properties.

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The Directors consider that the Placing is an appropriate means of raising additional working capital for the Company because it will not have an immediate dilutive effect on the shareholding of the existing Shareholders. In addition, apart from the net proceeds that will be raised immediately upon completion of the Placing, the Company will be provided with additional funds upon the exercise of the subscription rights to be attached to the Warrants.

Assuming that the maximum aggregate amount of HK$85,500,000 of the Warrants are placed with Placee(s) by the Company, the gross proceeds and the net proceeds derived from the issue of the Warrants, which are estimated to be HK$0.9 million and approximately HK$0.6 million, are intended to be used by the Company as general working capital of the Group.

The Company will receive an additional amount of HK$85,500,000 upon exercise in full of the subscription rights to be attached to the Warrants at the initial Subscription Price (assuming that the maximum aggregate amount of HK$85,500,000 of the Warrants have been issued by the Company). The Company intends to use such proceeds for general working capital and for development of new investment opportunities. The proceeds from the Placing, to the extent that the above intended uses have not yet been implemented, may be used by the Group for treasury purposes.

The net price of each Warrant Share to be issued upon the exercise of the Warrants, after deducting the expenses and based on the full exercise of the Warrants, will be approximately HK$0.252. The Directors consider that the terms of the Placing Agreement are fair and reasonable based on the current market conditions and in the interests of the Company and its shareholders as a whole.

MANDATE TO ALLOT AND ISSUE THE SHARES

The Warrant Shares will be allotted and issued under the General Mandate granted to the Directors pursuant to a resolution passed by the Shareholders at the annual general meeting of the Company held on 29 November 2012. Under the General Mandate, the Directors were authorised to allot and issue up to 342,354,074 Shares. As at the date of this announcement, no Shares have been allotted and issued pursuant to the General Mandate.

The allotment and issue of the Warrant Shares is not subject to any additional Shareholders’ approval.

While it is the intention of the Company not to undertake any event which may result in any adjustment to the Subscription Price at any time when any Warrant remains outstanding, if however, the number of Shares that may fall to be allotted and issued upon the exercise of the Warrants be adjusted as a result of the adjustment events as mentioned in the sub-paragraph headed “Placing Agreement – 4. The Warrants” above exceeds 342,000,000, the Company will ensure that it will have sufficient mandate, either from available unused General Mandate or by specific mandate to be obtained from the Shareholders, to cover the issue of all Shares that may fall to be allotted and issued upon the exercise of the Warrants before carrying out any transaction which will trigger any adjustment to the Subscription Price and the number of Shares that may fall to be allotted and issued upon the exercise of the Warrants.

APPLICATION FOR LISTING

No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges. Application will be made to the Stock Exchange for the listing or, and permission to deal in, the Warrant Shares to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants.

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EFFECT OF SHAREHOLDING STRUCTURE

The existing shareholding structure of the Company and the shareholding structure of the Company immediately after the exercise in full of the subscription rights attaching to the Warrants (assuming 342,000,000 Warrants Shares have been allotted and issued at the initial Subscription Price and other than the issue of the Warrant Shares, the issued share capital of the Company has not been changed) are as follows:

Globalcrest Enterprise Limited (Note) Placees Other public Shareholders Total	As at the date of this announcement No. of Shares Approximate % 859,131,705 50.16 – – 853,638,665 49.84 1,712,770,370 100.00	Immediately completion of the Placing (and assuming the exercise in full of the subscription rights attaching to the Warrants) No. of Shares Approximate % 859,131,705 41.81 342,000,000 16.64 853,638,665 41.55 2,054,770,370 100.00	Immediately completion of the Placing (and assuming the exercise in full of the subscription rights attaching to the Warrants) No. of Shares Approximate % 859,131,705 41.81 342,000,000 16.64 853,638,665 41.55 2,054,770,370 100.00
			100.00

Note: The entire issued share capital of Globalcrest Enterprise Limited is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company, are discretionary objects.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENT

The Company has not conducted any fund raising activity in the past 12 months immediately before the date of this announcement.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 15.02(1) of the Listing Rules, the Warrant Shares to be allotted and issued upon exercise of the Warrants must not, when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issued share capital of the Company at the time the Warrants are issued. Options granted under employee or executive share schemes which comply with Chapter 17 of the Listing Rules are excluded for the purpose of such limit.

As at the date of this announcement, other than the share options granted pursuant to the share option scheme adopted by the Company on 26 November 2003, the Company does not have other securities with subscription rights outstanding and not yet exercised. Hence the number of 342,000,000 Warrant Shares to be allotted and issued will not exceed the 20% threshold under Rule 15.02(1) of the Listing Rules.

Completion of the Placing is subject to the satisfaction of the conditions precedent under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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DEFINITIONS

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

“associate(s)”	having the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“business day”	a day (excluding Saturday, Sunday and any day on which a tropical
	cyclone warning signal no. 8 or above is hoisted or remains hoisted
	between 9:00 a.m. and 12:00 noon and is not lowered at or before
	12:00 noon or on which a “black” rainstorm warning signal is
	hoisted or remains in effect between 9:00 a.m. and 12:00 noon and
	is not discontinued at or before 12:00 noon) on which licensed banks
	in Hong Kong are open for business
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability, the Shares of which are listed on the
	Main Board of the Stock Exchange
“connected person(s)”	having the meaning as ascribed thereto in the Listing Rules
“Director(s)”	the director(s) of the Company
“General Mandate”	the general mandate granted to the Directors at the annual general
	meeting of the Company held on 29 November 2012 to allot or
	otherwise deal with the unissued shares of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Independent Third Parties”	parties independent of and not connected with the Company and its
	connected persons
“Instrument”	the deed poll constituting the Warrants to be executed by the
	Company upon completion of the Placing
“Issue Price”	HK$0.0025 per unit of Warrant to be issued pursuant to the Placing
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Placee(s)”	any person or entity whom the Placing Agent and/or any of its
	agent(s) has procured to subscribe for any of the Warrants

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“Placing”

the offer by way of a private placing of the Warrants in registered form to selected independent professional, institutional and other investors on the terms and subject to the conditions set out in the Placing Agreement and the Instrument

“Placing Agent”

Astrum Capital Management Limited, a company incorporated with limited liability in Hong Kong and a licensed corporation to carry out types 1, 2, 6 and 9 of the regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Placing Agreement” “PRC” “Share(s)” “Shareholder(s)” “Stock Exchange”

the placing agreement for the Placing dated 16 September 2013 entered into between the Company and the Placing Agent

the People’s Republic of China, for the purpose of this announcement, excludes Hong Kong and Macau Special Administrative Region

ordinary share(s) of HK$0.02 each in the capital of the Company holder(s) of Shares The Stock Exchange of Hong Kong Limited

“Subscription Price”

“Warrant Share(s)” “Warrant(s)”

the subscription price of HK$0.250 per Warrant Share (subject to adjustments) at which holder of the Warrants may subscribe for the Warrant Shares new Share(s) which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants unlisted warrants to be issued by the Company at the Issue Price each entitling the holder thereof to subscribe in cash for up to an aggregate amount of HK$85,500,000 for the Warrant Shares at an initial Subscription Price of HK$0.250, subject to adjustments, at any time for a period of 2 years commencing from the date of issue of the Warrants

“HK$” “%”

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

On behalf of the Board Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 16 September 2013

As at the date of this announcement, the Board comprises of Mr. Lam Shiu Ming, Daneil, Mr. Yeung Kim Piu and Mr. Lam Kit Sun as the executive Directors and Mr. Ng Kwok Tung, Dr. Leung Shiu Ki, Albert and Mr. Ma Chun Fung, Horace as the independent non-executive Directors.

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