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 – THE ACQUISITION OF 51% EQUITY INTEREST OF AP GROUP INVESTMENT HOLDINGS LIMITED

Reference is made to the announcement of the Company dated 1 June 2015 in which the Company announced that the Purchaser (a wholly-owned subsidiary of the Company) had entered into the MOU with the Vendors to form the basis of negotiation of the possible investment in the Target by way of (i) possible acquisition of all or part of the Vendors’ shareholdings in the Target; and/or (ii) possible subscription for new shares in the Target.

Reference is also made to the announcement of the Company dated 30 June 2015 in which the Company announced that the Purchaser had entered into the Addendum to supplement the MOU with the Vendors and the Guarantors and had agreed to pay HK$2,000,000 as Earnest Money for the aforementioned possible investment to the Vendors.

The Board is pleased to announce that after trading hours on 12 October 2015, the Purchaser, the Vendors and the Guarantors entered into the SP Agreement pursuant to which the Purchaser have conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, the Sale Shares (which shall represent 51.0% of the issued share capital of the Target as at the date of this announcement and as at Completion) at the Consideration of HK$20,400,000 subject to downward adjustments as described below. Each of the Vendors and the Guarantors (being the respective ultimate beneficial owners of the two Vendors) is an Independent Third Party.

The Target Group is principally engaged in the provision of education and training programs in relation to self-improvement and self-enhancement in Hong Kong and PRC.

As certain applicable percentage ratios under the Listing Rules in respect of the Acquisition are more than 5% and all applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

for identification purposes only

The Board is pleased to announce that after trading hours on 12 October 2015, the Purchaser, the Vendors and the Guarantors entered into the SP Agreement pursuant to which the Purchaser had conditionally agreed to acquire, and the Vendors had conditionally agreed to sell, the Sale Shares (which shall represent 51.0% of the share capital of the Target as at the date of this announcement and as at Completion) at the Consideration of HK$20,400,000 subject to downward adjustments as described below.

THE SP AGREEMENT

Date

12 October 2015

Parties

(1) the Purchaser, Fragrant River Entertainment Culture (Holdings) Limited, a company incorporated in BVI and a wholly-owned subsidiary of the Company as at the date of this announcement; and
(2) the Vendors:
(i) Vendor A, Very Easy Limited, a company incorporated in BVI with limited liability; and
(ii) Vendor B, City Link Consultancy Limited, a company incorporated in BVI with limited liability.
(3) the Guarantors:
(i) Chan Sze Long, being one of the directors of the Target; and
(ii) Lim Wah Elsa, being one of the directors of the Target.

The principal activity of each of the Vendors is investment holding.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendors and their respective ultimate beneficial owners (being the Guarantors) are Independent Third Parties.

Assets to be acquired

Pursuant to the SP Agreement, the Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell their respective portions of the Sale Shares, which shall, in aggregate, represent 51.0% of the issued share capital of the Target as at the date of this announcement and as at Completion.

Consideration and Payment Terms

The Consideration for the Acquisition is HK$20,400,000, subject to the downward adjustment as described in the sub-section headed “Adjustment to the Consideration” below.

After deducting the Earnest Money of HK$2,000,000 paid in cash as part payment of the Consideration pursuant to the Addendum prior to the date of the SP Agreement, the balance of the Consideration, being the sum of HK$18,400,000, shall be paid by the Purchaser in cash to the Vendors (or as they respectively direct) in the following manner:

(a) HK$5,040,000 and HK$3,360,000 (such amounts, together with the Earnest Money, shall be referred to as the “ Partial Consideration ”) shall be paid to Vendor A and Vendor B (or as they may respectively direct), respectively, within seven (7) days of signing of the SP Agreement; and
(b) HK$6,000,000 and HK$4,000,000 shall be paid to Vendor A and Vendor B (or as they may respectively direct), respectively, at Completion.

The Consideration will be funded by internal resources of the Group (excluding the net proceeds raised from previous placing of new Shares and rights issue of the Company as detailed in the circular of the Company dated 24 June 2015 and the prospectus of the Company dated 24 July 2015).

Adjustment to the Consideration

In the event that the audited consolidated profit after tax of the Target Group attributable to owners of the Target for the period from 1 January 2016 to 31 December 2017 (“ FY 2016 & 2017 ”) (which will only include income or gain generated by activities in the ordinary and usual course of business of the Target Group) (the “ FY 2016 & 2017 Net Profit ”) is less than HK$16,000,000, the Vendors shall, and the Guarantors shall procure the Vendors to, pay to the Purchaser (or to its order) the Adjustment Amount (as defined below) within seven (7) Business Days after the audited consolidated financial statements of the Target Group for the period of FY 2016 & 2017 (“ FY 2016 & 2017 Audited Accounts ”) are available.

The adjustment amount (the “ Adjustment Amount ”) will be determined in accordance with the formula set out below:

A = HK$20,400,000.00 – (NP/2) x 5 x 51%

Where:

“A” means the amount of Adjustment Amount in HK$; and
“NP” means the FY 2016 & 2017 Net Profit. Where the FY 2016 & 2017 Net Profit is a negative figure, “NP” shall be deemed to be zero.

The FY 2016 & 2017 Audited Accounts will be prepared in accordance with the Hong Kong Financial Reporting Standards and audited, at the cost of the Target Group, by an accounting firm as approved by the Purchaser, adjusted for any non-recurring items. Further announcement will be made by the Company in relation to the FY 2016 & 2017 Net Profit and the Adjustment Amount when the Adjustment Amount is ascertained.

The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendors principally taking into account, among other factors, (i) the historical financial performance of the Target Group; (ii) the mechanism to determine the Adjustment Amount as detailed above; (iii) the price to earnings ratios of other listed companies in Hong Kong which are principally engaged in the business similar to that of the Target Group ranging from approximately 10.18 times to approximately 69.75 times as detailed below; and (iv) the opportunity for the Group to further diversify its current business and broaden the income sources of the Group.

The Board has identified a list of four companies listed on the Stock Exchange which are principally engaged in the business similar to that of the Target Group, i.e. the provision of education and training programmes in Hong Kong (the “ Comparables ”) and reviewed their price to earnings ratios (the “ PE Ratios ”). Based on the respective closing price per share of the Comparables on 9 October 2015 and their respective profits as disclosed in the respective then latest available annual reports, the PE Ratios of the Comparables were within the range of approximately 10.18 times to approximately 69.75 times (one of the Comparables recorded a loss for its latest financial year). Given that the Target is not a listed company on the Stock Exchange, the Board considers that a lower PE Ratio of the Target Group will be more reasonable and more favourable to the Company. Therefore, a benchmark PE Ratio of 5 times, i.e. approximately half of the lowest PE Ratio of the Comparables, is adopted for the determination of the Consideration. Having also taken into account (i) a target profit of the Target Group for FY 2016 & 2017 of HK$16,000,000; and (ii) the Sale Shares which represent 51.0% of the issued share capital of the Target as at the date of this announcement and as at Completion, a benchmark consideration of HK$20,400,000 is fixed (HK$16,000,000 ÷ 2 × 5 × 51.0%).

Conditions Precedent

Completion is subject to the fulfilment or (if applicable) waiver of the following Conditions:

(1) (where applicable) the compliance with the applicable requirements under the Listing Rules for the purchase of the Sale Shares as contemplated under the SP Agreement having been fulfilled by the Company;
(2) (if applicable) all necessary consents and approvals in relation to the transactions contemplated under the SP Agreement (including, where applicable, waiver of pre-emptive rights over the Sale Shares by the other shareholders of the Target) having been obtained by the Vendors and such consents and approvals should be valid up to the Completion Date;
(3) (if applicable) all necessary consents and approvals in relation to the transactions contemplated under the SP Agreement having been obtained by the Purchaser and such consents and approvals should be valid up to the Completion Date;

(4) the Purchaser being reasonably satisfied with the results of the due diligence exercise (whether legal, accounting, financial, operational or other aspects that the Purchaser may consider necessary) on the business assets, liability, activities, operations, prospects and other status of each of the companies within the Target Group which the Purchaser, its agents or professional advisers think reasonably necessary and appropriate to conduct;
(5) the audited financial statements of the Target and each of its subsidiaries for the period/year ended 31 March 2015 having been made available to the Purchaser and the form and substance of such financial statements are to the satisfaction of the Purchaser;
(6) at the cost of the Vendors, 深圳領袖家企業管理咨詢有限公司 (in English, for identification only, Shenzhen Leader Corporate Consultancy Limited) (“ Shenzhen Co ”) having been organized •
as a wholly-owned subsidiary of Act Point Limited 實踐家有限公司, an indirectly wholly-owned subsidiary of the Target;
(7) the Purchaser being satisfied, from the date of the SP Agreement and at any time before the Completion, that the warranties given by the Vendors and the Guarantors under the SP Agreement remain true, accurate and not misleading and that no events have occurred that would result in any breach of any of such warranties or other provisions of the SP Agreement given by the Vendors or the Guarantors; and
(8) there being no material adverse change in the Target Group’s business, operations, financial conditions or prospects taken as a whole since the date of the SP Agreement.

The Purchaser may waive Conditions (4), (5), (6), (7) and (8) at any time before the Long Stop Date by notice in writing to the Vendors. None of the other Conditions are capable of being waived by any party to the SP Agreement.

If the Conditions shall not have been fulfilled (or waived by the Purchaser as stated above) by 5:00 p.m. on the Long Stop Date, all rights and obligations of the parties to the SP Agreement shall cease and terminate, save and except certain provisions relating to confidentiality, costs and expenses and certain miscellaneous matters which provisions shall remain in full force and effect, and no party to the SP Agreement shall have any claim against the other save for claim (if any) in respect of such continuing provisions or any antecedent breach thereof. Under such circumstances, the Vendors and the Guarantors shall refund an amount equal to the Partial Consideration, without interest, to the Purchaser within seven (7) days after the earlier of (i) the Long Stop Date or (ii) the earliest day on which any condition precedent is incapable of being fulfilled.

Completion

Subject to the fulfilment or waiver (as the case may be) of all the Conditions, Completion shall take place on the Completion Date (i.e. the fifth Business Day after all the Conditions have been fulfilled or waived (or such other date as the Purchaser and the Vendors may agree in writing).

Upon Completion, the Company will own 51% interest in the Target, and the Target together with its subsidiaries will become indirect non-wholly-owned subsidiaries of the Company and its results, assets and liabilities will be consolidated with the financial statements of the Group.

INFORMATION OF THE TARGET GROUP

As at the date of this announcement, the Target is owned as to 54% by Vendor A, 36% by Vendor B and 10% by Raypath Holdings Limited 耀途控股有限公司, a company incorporated in BVI with limited liability and which is 40% owned by Mr. Poon Chun Yin, a director and a shareholder holding 20% of a non-whollyowned subsidiary of the Company. The Target is principally engaged in investment holding. As at the date of this announcement, the Target has a number of subsidiaries, which are principally engaged in the provision of education and training programs in relation to self-improvement and self-enhancement in Hong Kong and PRC.

As one of the Conditions, the Vendors shall arrange for Shenzhen Co to be organised as a wholly-owned subsidiary of the Target Group.

Financial information

Set out below is the summary of the key financial information extracted from the unaudited combined financial statements of the Target Group (excluding Shenzhen Co) for the year ended 31 March 2014 and 31 March 2015 respectively:

	For the year	For the year
	ended	ended
	31 March 2015	31 March 2014
	HK$’000	HK$’000
Turnover	21,554	13,892
Profit/(loss) before taxation	2,002	(1,339)
Profit/(loss) after taxation	1,447	(1,372)

The unaudited combined total asset value and unaudited combined net asset value of the Target as at 31 March 2015 were HK$8.7 million and HK$2.3 million respectively.

Shenzhen Co was established in the PRC in May 2015 and no financial information for the past two years was presented in this announcement. As at the date of this announcement, Shenzhen Co has a registered capital of HK$500,000.

REASONS FOR AND BENEFITS OF THE ACQUISITION

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, money lending, trading and wholesale of optical products and trading, wholesale and retail of watch and jewellery products.

The Board has taken into account the following factors in assessing the Acquisition:

(1) The Target Group has a well-established business in the provision of education and training programs in relation to self-improvement and self-enhancement in Hong Kong and PRC, and the Acquisition will enable the Group to tap into the business of education and training program and broaden revenue sources of the Group;

(2) According to the statistics released by the Census and Statistics Department of Hong Kong, the gross domestic product of “public administration, social and personal services” (which comprises of services to individuals and households such as education, health and residential care, etc) had experienced growth from approximately HK$334.67 billion in 2010 to approximately HK$364.55 billion in 2014 (in chained dollar which compensate for the effect of inflation), representing a cumulative annual growth rate of approximately 2.16%. This reflects the growth of, among others, the industry in relation to education and training programs;
(3) In the event the target FY 2016 & 2017 Net Profit of HK$16,000,000 cannot be achieved, the Consideration for the Acquisition is subject to downward adjustment depending on the actual performance of the Target Group for FY 2016 & 2017 to the extent that the Consideration shall be nil if the Target Group records a net loss for FY 2016 & 2017. As such, the risk and return of the Acquisition is further protected in this regard; and
(4) A benchmark PE Ratio of 5 times, i.e. approximately half of the lowest PE Ratio of the Comparables, is adopted for the determination of the Consideration.

Based on the above, the Board considers that the terms of the Acquisition as well as the Consideration are fair and reasonable so far as the Company and the Shareholders are concerned, and the Acquisition is in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

“Acquisition” the acquisition of the Sale Shares pursuant to the terms and conditions of the SP Agreement

“Addendum”

the addendum to supplement the MOU dated 30 June 2015 entered into between the Purchaser, the Vendors and the Guarantors

“associate”

has the meaning ascribed to it under the Listing Rules

“Board”

the board of Directors of the Company

“Business Day”

a day (excluding Saturday and any day on which a tropical cyclone warning 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 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

“BVI” the British Virgin Islands “Company” Universe International Holdings Limited, a company incorporated in the Bermuda, the issued shares of which are listed on the Stock Exchange (stock code:1046) “Completion” the completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the SP Agreement “Completion Date” the fifth Business Day after all the Conditions shall have fulfilled or waived on which the Completion shall take place (or such other date as the Purchaser and the Vendors may agree in writing) “Condition(s)” the conditions precedent to which Completion is subject as set out in the sub-section headed “The SP Agreement – Conditions Precedent” above “connected person” has the meaning ascribed to it under the Listing Rules “Consideration” the consideration for the purchase of the Sale Shares under the SP Agreement, the maximum amount being HK$20,400,000 (subject to adjustments as set out in the sub-section headed “The SP Agreement – Adjustment to the Consideration” above) “Director(s)” the director(s) of the Company “Earnest Money” HK$2,000,000, being the sum paid by the Purchaser to the Vendors for the possible investment in the Target by way of (i) possible acquisition of all or part of the Vendors’ shareholdings in the Target; and/or (ii) possible subscription for new shares in the Target pursuant to the MOU “Group” the Company and its subsidiaries “Guarantors” Chan Sze Long and Lim Wah Elsa “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Third Party(ies)”	third party(ies) who is independent of and not connected with
	the Company and connected persons of the Company and their
	respective associates
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date”	31 January 2016 (or such later date as the Vendors and the Purchaser
	may agree in writing)
“MOU”	the memorandum of understanding dated 1 June 2015 entered into
	between the Purchaser and the Vendors
“PRC”	the People’s Republic of China (excluding, for the purpose of this
	announcement, Hong Kong, Macau Special Administrative Region
	of the People’s Republic of China and Taiwan)
“Purchaser”	Fragrant River Entertainment Culture (Holdings) Limited, a
	company incorporated in BVI with limited liability and a wholly-
	owned subsidiary of the Company
“Sale Shares”	510 issued shares of the Target, which shall represent 51.0% of the
	share capital of the Target as at the date of this announcement and as
	at Completion. The Sale Shares are owned as to 306 Sale Sares by
	Vendor A and 204 Sale Shares by Vendor B
“Shareholders”	the shareholders of the Company
“SP Agreement”	the agreement dated 12 October 2015 entered into between the
	Purchaser, the Vendors and the Guarantors in relation to the
	Acquisition
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target”	AP Group Investment Holdings Limited愛拼集團控股有限公司, a
	company incorporated in BVI with limited liability
“Target Group”	the Target and its subsidiaries from time to time
“Vendor A”	Very Easy Limited, a company incorporated in BVI with limited
	liability
“Vendor B”	City Link Consultancy Limited, a company incorporated in BVI with
	limited liability

“Vendors”

Vendor A and Vendor B

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

“%”

per cent.

Hong Kong, 12 October 2015

As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun, the non-executive Director is Mr. Chan Shiu Kwong Stephen, and the independent non-executive Directors are Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

AI assistant

Sinopec Engineering Group Co Ltd. Capital/Financing Update 2015

14896_rns_2015-10-12_309e55f3-3545-4d62-af98-f510f13116c2.pdf

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

DISCLOSEABLE TRANSACTION – THE ACQUISITION OF 51% EQUITY INTEREST OF AP GROUP INVESTMENT HOLDINGS LIMITED

THE SP AGREEMENT

Date

Parties

Consideration and Payment Terms

Adjustment to the Consideration

Conditions Precedent

Completion

INFORMATION OF THE TARGET GROUP

Financial information

REASONS FOR AND BENEFITS OF THE ACQUISITION

IMPLICATIONS UNDER THE LISTING RULES

DEFINITIONS

AI assistant

Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2015

14896_rns_2015-10-12_309e55f3-3545-4d62-af98-f510f13116c2.pdf

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

DISCLOSEABLE TRANSACTION – THE ACQUISITION OF 51% EQUITY INTEREST OF AP GROUP INVESTMENT HOLDINGS LIMITED

THE SP AGREEMENT

Date

Parties

Consideration and Payment Terms

Adjustment to the Consideration

Conditions Precedent

Completion

INFORMATION OF THE TARGET GROUP

Financial information

REASONS FOR AND BENEFITS OF THE ACQUISITION

IMPLICATIONS UNDER THE LISTING RULES

DEFINITIONS

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Sinopec Engineering Group Co Ltd. Capital/Financing Update 2015