Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2014

Dec 9, 2014

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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 NEW SHARES UNDER GENERAL MANDATE

LUCKY SECURITIES COMPANY LIMITED （樂基證券有限公司）

THE PLACING

The Board is please to announce that after trading hours on 9 December 2014, the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has appointed the Placing Agent to procure, on a best endeavour basis, the Placees to subscribe for up to 414,415,000 Placing Shares at a price of HK$0.10 per Placing Share. The Placees and their ultimate beneficial owners are Independent Third Parties.

The Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 17 November 2014.

The maximum number of the Placing Shares (being 414,415,000 Placing Shares) represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the Placing). The aggregate nominal value of the maximum number of the Placing Shares under the Placing will be HK$8,288,300.

• for identification purposes only

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Assuming the maximum number of the Placing Shares is placed, the gross proceeds from the Placing will be approximately HK$41.4 million and the net proceeds will be approximately HK$39.7 million (after deduction of commission and other expenses of the Placing). It is expected that the entire net proceeds from the Placing will be utilized for general working capital.

The Placing Price of HK$0.10 per Placing Share was determined after arm’s length negotiations between the Company and the Placing Agent and represents: (i) a discount of approximately 6.54% to the closing price of HK$0.107 per Share as quoted on the Stock Exchange on 9 December 2014, which is the date of the Placing Agreement; and (ii) a discount of approximately 16.53% to the average closing price of HK$0.1198 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.

GENERAL

The Placing Shares will be allotted and issued pursuant to the General Mandate. The allotment and issue of the Placing Shares are not subject to any additional Shareholders’ approval.

Since completion of the Placing is subject to the fulfilment of the condition as described below, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date:

9 December 2014 (after trading hours)

Issuer:

The Company

Placing Agent:

Lucky Securities Company Limited（樂基證券有限公司）

The Placing Agent has conditionally agreed to procure, on a best endeavour basis, the Placee(s) to subscribe for up to 414,415,000 Placing Shares. The Placing Agent will receive a placing commission of 3.8% of the aggregate Placing Price for the Placing Shares actually placed in accordance with the Placing Agreement. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

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Placees:

The Placing Shares are to be placed to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties. The Placing Agent has warranted and undertaken to the Company that none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company.

Placing Price:

The Placing Price of HK$0.10 per Placing Share represents:

• (i) a discount of approximately 6.54% to the closing price of HK$0.107 per Share as quoted on the Stock Exchange on 9 December 2014, which is the date of the Placing Agreement; and

• (ii) a discount of approximately 16.53% to the average closing price of HK$0.1198 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares and the capital requirement for the future development of the Group.

The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and are in the interests of the Company and the Shareholders as a whole.

Assuming the maximum number of the Placing Shares is placed, the gross proceeds from the Placing will be approximately HK$41.4 million and the net proceeds will be approximately HK$39.7 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.096 per Placing Share.

Placing Shares:

The maximum number of Placing Shares (being 414,415,000 Placing Shares) represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the Placing). The aggregate nominal value of the Placing Shares under the Placing (assuming the maximum number of the Placing Shares is placed) will be HK$8,288,300.

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Ranking:

The Placing Shares will rank, when issued and fully paid up, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares.

Condition of the Placing:

Completion of the Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares to be placed pursuant to the Placing Agreement by 5:00 p.m. on 30 December 2014 or such later date as the Company and the Placing Agent may agree in writing (“ Long Stop Date ”).

If the above condition is not satisfied by the Long Stop Date, the obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the Placing save for any antecedent breaches.

Completion:

Completion of the Placing shall take place on the third Business Day after the fulfilment of the above condition or on such other date as the Company and the Placing Agent may agree.

Mandate to allot and issue the Placing Shares:

The Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM. Under the General Mandate, the Company is authorised to issue up to 414,417,614 Shares until the revocation, variation or expiration of the General Mandate. The Company has not exercised the power to allot and issue any new Shares pursuant to the General Mandate prior to the date of the Placing Agreement.

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

Force majeure:

The Placing Agent reserves its right to terminate the Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the date of completion of the Placing if, in the reasonable opinion of the Placing Agent, after consultation with the Company:

• (1) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or

• (2) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or

• (3) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed.

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Upon termination of the Placing Agreement as described above, all liabilities of the parties to the Placing Agreement shall cease and determine and no party thereto shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Placing Agreement save for any antecedent breaches arising thereunder.

The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

REASONS FOR THE PLACING AND USE OF PROCEEDS

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

The Directors are of the view that the Placing can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The Placing also represents a good opportunity to broaden the shareholders’ base and the capital base of the Company. The Directors consider that the Placing is in the interest of the Company and the Shareholders as a whole.

As disclosed above, assuming the maximum number of the Placing Shares is placed, the net proceeds from the Placing are estimated to be approximately HK$39.7 million (after deduction of commission and other expenses of the Placing). It is expected that the net proceeds from the Placing will be utilised for general working capital.

FUND RAISING ACTIVITY OF THE COMPANY DURING THE PAST 12 MONTHS

Apart from the fund raising activity mentioned below, the Company has not carried out other fund raising activities during the 12 months immediately preceding the date of this announcement:

Date of	Fund raising	Net proceeds raised	Proposed use of	Actual use of
announcement	activity	(approximately)	the net proceeds	the net proceeds
23 June 2014 and	Placing of new shares	HK$33.0 million	To strengthen the	Utilised for general
9 July 2014	of 343,200,000 new		financial position	working capital
	Shares at a price of		of the Group and
	HK$0.10 per Share		provide general
			working capital
			of the Group to
			meet any future
			development and
			obligations

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the existing shareholding structure of the Company and the effect on the shareholding structure of the Company, upon completion of the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the shareholding structure of the Company before the issue of the Placing Shares under the Placing) are set out as below:

Shareholders Globalcrest Enterprises Limited (Note 1) Ever Robust Holdings Limited Lam Siu Keung, Alvin (Note 2) The Placees (Note 3) Other public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 189,131,705 9.13 170,000,000 8.2 7,008,850 0.34 – – 1,705,947,515 82.33 2,072,088,070 100.00	Upon completion of the Placing Number of Shares Approximate % 189,131,705 7.61 170,000,000 6.84 7,008,850 0.28 414,415,000 16.67 1,705,947,515 68.60 2,486,503,070 100.00	Upon completion of the Placing Number of Shares Approximate % 189,131,705 7.61 170,000,000 6.84 7,008,850 0.28 414,415,000 16.67 1,705,947,515 68.60 2,486,503,070 100.00
			100.00

Notes:

1. 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.

2. Mr. Lam Siu Keung, Alvin is the chief operation officer of the Company and the brother of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company.

3. It is a term of the Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the completion of the Placing.

GENERAL

The Placing Shares will be issued under the General Mandate and therefore the Placing will not be subject to any additional Shareholders’ approval.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Since completion of the Placing is subject to the fulfilment of the condition as disclosed above, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

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DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“acting in concert”	has the meaning ascribed to it in the Code on Takeovers and Mergers of
	Hong Kong
“AGM”	the annual general meeting of the Company held on 17 November 2014
	at which, among other things, the General Mandate was granted to the
	Directors
“associate(s)”	has the meaning ascribed to it in the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, a Sunday or public holiday or 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 commercial banks in
	Hong Kong are open for business
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the issued shares of which are listed on
	the Main Board of the Stock Exchange
“connected person(s)”	has the meaning ascribed to it in the Listing Rules
“Director(s)”	director(s) of the Company
“General Mandate”	the general mandate granted to the Directors at the AGM to allot, issue or
	deal with up to 414,417,614 Shares
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic of
	China
“Independent Third	third party(ies) independent of the Company and not connected nor acting
Party(ies)”	in concert with any of the connected persons of the Company or their
	respective associates
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Placee(s)”	any individual(s), corporate(s), institutional investor(s) or other investor(s)
	to be procured by or on behalf of the Placing Agent under the Placing

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“Placing”

the offer by way of private placing of the Placing Shares by or on behalf of the Placing Agent to the Placee(s), on a best endeavour basis, on the terms and subject to the conditions set out in the Placing Agreement

“Placing Agent” Lucky Securities Company Limited（樂基證券有限公司）, a licensed corporation to carry out business in type 1 (dealing in securities) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) “Placing Agreement” the conditional placing agreement entered into between the Company and the Placing Agent dated 9 December 2014 in relation to the Placing under the General Mandate “Placing Price” HK$0.10 per Placing Share “Placing Shares” a maximum of 414,415,000 new Shares to be placed pursuant to the Placing Agreement and each a “Placing Share”

“Share(s)” ordinary share(s) of HK$0.02 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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

Hong Kong, 9 December 2014

As at the date of this announcement, the Board comprise of Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun as executive Directors and Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung as independent non-executive Directors.

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