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

Jun 23, 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

After trading hours on 23 June 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 effort basis, Placees to subscribe for up to 343,200,000 Placing Shares at a price of HK$0.1 per Placing Share. The Placees and their ultimate beneficial owners shall be 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 2 December 2013.

The maximum number of the Placing Shares (being 343,200,000 Placing Shares) represents (i) approximately 19.85% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 16.56% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares are placed). The aggregate nominal value of the maximum number of the Placing Shares under the Placing will be HK$6,864,000.

Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will be approximately HK$34.3 million and the net proceeds will be approximately HK$33.0 million. It is expected that the entire net proceeds from the Placing will be utilised for general working capital.

• for identification purposes only

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GENERAL

The Placing Price of HK$0.1 per Placing Share was determined after arm’s length negotiations between the Company and the Placing Agent and represents: (i) a discount of approximately 13.79% to the closing price of HK$0.116 per Share as quoted on the Stock Exchange on 23 June 2014, which is the date of the Placing Agreement; and (ii) a discount of approximately 13.64% to the average closing price of HK$0.1158 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 allotment and issue of the Placing Shares is not subject to any additional Shareholders’ approval.

Since completion of the Placing is subject to the fulfilment of the condition as set out in the Placing Agreement, 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:

23 June 2014

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 effort basis, the Placees to subscribe for up to 343,200,000 Placing Shares. The Placing Agent will receive a placing commission of 3.5% of the aggregate Placing Price for the Placing Shares. 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.

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 also 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.

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Placing Price:

The Placing Price of HK$0.1 per Placing Share represents:

• (i) a discount of approximately 13.79% to the closing price of HK$0.116 per Share as quoted on the Stock Exchange on 23 June 2014, which is the date of the Placing Agreement; and

• (ii) a discount of approximately 13.64% to the average closing price of HK$0.1158 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.

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 in the interests of the Company and the Shareholders as a whole.

Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will be approximately HK$34.3 million and the net proceeds will be approximately HK$33.0 million. 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 343,200,000 Placing Shares) represents (i) approximately 19.85% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 16.56% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares are placed). The aggregate nominal value of the Placing Shares under the Placing will be HK$6,864,000.

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 on or before 14 July 2014 (“ Long Stop Date ”).

If the above condition is not satisfied on or before 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 Agreement (save in respect of any antecedent breaches of any obligation thereunder).

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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 in writing.

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 343,209,959 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 is 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; or

• (4) any statement contained in all announcements, circulars and interim reports issued by the Company to the Stock Exchange and/or the Shareholders since the publication of the annual report of the Company for the year ended 30 June 2013 has become or been discovered to be untrue, incorrect or misleading in any material respect which in the opinion of the Placing Agent would be materially adverse in the consummation of the Placing.

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 hereto 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 in respect of any antecedent breach of any obligation under this Agreement.

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

Since completion of the Placing is subject to the fulfilment of the condition as set out in the Placing Agreement, 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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REASONS FOR THE PLACING AND USE OF PROCEEDS

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 Directors are of the view that the Placing can strengthen the financial position of the Group and provide general working capital to the Group to meet any future development and obligations. The Placing also represents good opportunities 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 are placed, the net proceeds from the Placing are estimated to be approximately HK$33.0 million. It is expected that the net proceeds from the Placing will be utilised for general working capital.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Apart from the fund raising activities mentioned below, the Company had not conducted any other fund raising activities in the past 12 months immediately preceding the date of this announcement.

				Actual use of net proceeds
Date of				as at the date of
announcement	Fund raising activity	Net proceeds raised	Intended use of net proceeds	this announcement
16 September 2013	Placing of unlisted warrants	(i) Approximately HK$0.6	(i) The net proceeds from	(i) The net proceeds from the
	(“Warrants”) issued by the	million from the issue of	the issue of the Warrants was	issue of the Warrants of HK$0.6
	Company at the issue price	the Warrants; and (ii) upon	intended to be used by the	million has been utilised as
	of HK$0.0025 per unit of	the exercise in full of the	Company as general working	general working capital of
	warrant each entitling the	subscription rights attached	capital of the Group; and (ii)	the Company; and (ii) the
	holder thereof to subscribe in	to the Warrants at the initial	the net proceeds from upon	subscription rights attached to
	cash for up to an aggregate	subscription price, the	the exercise in full of the	the Warrants has not yet been
	amount of HK$85,500,000	Company will receive an	subscription rights attached to	exercised by the holders of the
	for the warrant shares at an	additional amount of HK$85.5	the Warrants was intended to	Warrants and no proceeds have
	initial subscription price	million.	be used for general working	been received so far.
	of HK$0.250, subject to		capital and for development of
	adjustments, at any time for a		new investment opportunities
	period of 2 years commencing
	from the date of issue of the
	Warrants
17 November 2013	Issue of convertible note	The subscription agreement	Not applicable	Not applicable
	(“Convertible Note”) in the	relating to the subscription of
	aggregate principal amount	the Convertible Note lapsed on
	of HK$95,000,000 which was	30 April 2014 as announced
	convertible into conversion	by the Company in its
	shares at an initial conversion	announcement dated 30 April
	price of HK$0.50 per	2014. No fund has been raised
	conversion share, subject to	in this regard.
	adjustments

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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 (subject to completion of the Placing 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) Yeung Kim Piu (Note 3) The Placees (Note 4) Other public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 189,131,705 10.94 170,000,000 9.83 8,558,850 0.50 4,279,425 0.25 – – 1,356,918,090 78.48 1,728,888,070 100.00	(i) Upon completion of the Placing Number of Shares Approximate % 189,131,705 9.13 170,000,000 8.20 8,558,850 0.41 4,279,425 0.21 343,200,000 16.56 1,356,918,090 65.49 2,072,088,070 100.00

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.

3. Mr. Yeung Kim Piu is an executive Director of the Company.

4. 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.

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DEFINITIONS

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

“AGM”	the annual general meeting of the Company held on 2 December 2013
	at which, among other things, the General Mandate was granted to the
	Directors
“associates”	has the meaning ascribed to it in the Listing Rules
“Board”	the board of Directors
“Business Day”	any day (not being a Saturday) on which licensed banks are generally open
	for business in Hong Kong throughout their normal business hours
“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 343,209,959 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 PRC
“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 individuals, corporates, institutional investors or other investors to be
	procured by or on behalf of the Placing Agent under the Placing
“Placing”	the offer by way of private placing of the Placing Shares by or on behalf of
	the Placing Agent for subscription by the Placee(s), failing which, by the
	Placing Agent itself, on the terms and subject to the conditions set out in
	the Placing Agreement

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“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 23 June 2014 in relation to the Placing under the General Mandate

“Placing Price”

HK$ 0.1 per Placing Share

“Placing Shares” a maximum of 343,200,000 new Shares to be placed pursuant to the Placing Agreement and each a “Placing Share”

“PRC”

the People’s Republic of China

“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, 23 June 2014

As at the date of this announcement, the Board comprises 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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