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

Sep 11, 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.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

DISCLOSEABLE TRANSACTION: PROVISION OF FINANCIAL ASSISTANCE

PROVISION OF FINANCIAL ASSISTANCE

The Board announces that, on 11 September 2014, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant to the Borrower, an Independent Third Party, the Loan in the principal amount of HK$20,000,000, bearing interest at a rate of 10% per annum. The Loan will mature on 30 January 2015.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios as defined under the Listing Rules in respect of the making of the Loan exceed 5% but are lower than 25%, the grant of Loan under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The Board announces that, on 11 September 2014, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant to the Borrower, an Independent Third Party, the Loan in the principal amount of HK$20,000,000, bearing interest at a rate of 10% per annum.

The principal terms of the Loan Agreement are summarised as follows:

THE LOAN AGREEMENT

Date : 11 September 2014

Lender : Universe Asia Finance Limited, a wholly-owned subsidiary of the Company.

The Lender is a licensed money lender in Hong Kong under the Money Lenders Ordinance.

• for identification purposes only

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Borrower

: A company incorporated in British Virgin Islands with limited liability.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Borrower and its ultimate beneficial owner is an Independent Third Party as at the date of this announcement.

• Principal Amount : HK$20,000,000

• Interest : 10% per annum

• Drawdown Date : The Loan shall be drawn on the date of the Loan Agreement. Maturity Date : 30 January 2015

• Repayment : The Borrower shall repay the Loan, together with all outstanding interest accrued thereon under the Loan Agreement on the Maturity Date.

• Security : The Loan is secured by a guarantee given by the Guarantor in favour of the Lender for due and punctual performance of the Borrower’s obligations under the Loan Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Guarantor is an Independent Third Party as at the date of this announcement.

Under the Loan Agreement, the Borrower shall repay and/or settle the full amount of the Loan and the interest accrued thereon on the Maturity Date.

The Loan will be funded by internal resources of the Group.

The terms of the Loan Agreement were arrived at by the parties after arm’s length negotiation, with reference to the commercial practice and the amount of the Loan. The Directors consider that the terms of the Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

INFORMATION ABOUT THE PARTIES

The Group is principally engaged in the 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 Lender, being a wholly-owned subsidiary of the Company, is a holder of a money lender licence under the Money Lenders Ordinance.

To the best of the Directors’ knowledge, information and belief, the Borrower is an investment holding company.

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REASONS FOR AND BENEFITS OF THE PROVISION OF THE FINANCIAL ASSISTANCE

The Directors consider that the grant of the Loan is in the Group’s ordinary and usual course of business, as money lending business is one of the businesses in which the Group is principally engaged. Having considered the financial background of the Borrower and that additional interest income will be brought to the Group, the Directors consider that the terms of the Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The Lender and the Borrower have not entered into any transactions within the past twelve months that need to be aggregated with the Loan pursuant to Rules 14.22 of the Listing Rules.

As the applicable percentage ratios as defined under the Listing Rules in respect of the making of the Loan exceed 5% but are lower than 25%, the grant of Loan under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“Board”	the board of Directors
“Borrower”	a company incorporated in the British Virgin Islands with limited liability
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the shares of which are listed on the
	Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Drawdown Date”	the date on which the Loan shall be made available to the Borrower, which
	is the date of the signing of the Loan Agreement
“Group”	the Company and its subsidiaries
“Guarantor”	an individual, who is an Independent Third Party and the ultimate
	beneficial owner of the Borrower
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China
“Independent Third Party”	third party independent of the Company and the connected persons (as
	defined in the Listing Rules) of the Company

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“Lender”

Universe Asia Finance Limited, a wholly-owned subsidiary of the Company

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Loan”

a loan of HK$20,000,000 granted by the Lender to the Borrower pursuant to the Loan Agreement

“Loan Agreement”

a loan agreement dated 11 September 2014 and entered into between the Lender and the Borrower in relation to the provision of the Loan

“Money Lenders Ordinance”

Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong

“Shareholder(s)”

the shareholders of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

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

Hong Kong, 11 September 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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