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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the 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)

(1) PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE; (2) RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE IN ISSUE HELD ON THE RECORD DATE; AND

(3) CHANGE IN BOARD LOT SIZE

Placing Agents to the Placing Underwriter to the Rights Issue

CHINA EVERBRIGHT SECURITIES (HK) LIMITED

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(in alphabetical order)

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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After trading hours on 26 May 2015, the Company has entered into agreements for the Placing and the Rights Issue. The Placing and the Rights Issue are not inter-conditional upon each other. Details of the Placing and the Rights Issue are set out in this announcement below.

THE PLACING

On 26 May 2015 (after trading hours), the Company entered into the Placing Agreement with the Placing Agents pursuant to which the Placing Agents had conditionally agreed to place, on a best effort basis, up to 586,350,000 Placing Shares at the Placing Price of HK$0.3411 per Placing Share on behalf of the Company to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties.

for identification purposes only

The Placing Price of HK$0.3411 per Placing Share represents (i) a discount of approximately 57.36% to the closing price of HK$0.8 per Share as quoted on the Stock Exchange on 26 May 2015, being the date of the Placing Agreement and the Last Trading Day; (ii) a discount of approximately 15.00% to the theoretical ex-rights price of approximately HK$0.4013 per Share based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day (taking into account the Rights Issue as described in this announcement); and (iii) a discount of approximately 54.03% to the average of the closing price per Share of HK$0.742 as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day.

The Placing Price was arrived at after arm’s length negotiations between the Company and the Placing Agents with reference to the Subscription Price and the prevailing market price of the Shares. The Directors consider that the terms of the Placing Agreement (including the Placing Price and the commission) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The maximum number of the Placing Shares represents (i) approximately 196.51% of the existing issued share capital of the Company; (ii) approximately 66.27% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming that there is no other change in the issued share capital of the Company from the date of this announcement and up to the date of allotment and issue of the Placing Shares); and (iii) approximately 39.58% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Rights Shares (assuming that there is no other change in the issued share capital of the Company from the date of this announcement and up to the date(s) of allotment and issue of the Placing Shares and the Rights Shares).

The Placing Shares will be allotted and issued under the Specific Mandate to be sought at the SGM.

Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will amount to approximately HK$200.0 million and the net proceeds of the Placing, after deduction of the commission and other related expenses of approximately HK$7.5 million, will be approximately HK$192.5 million. On such basis, the net issue price for each Placing Share will be approximately HK$0.3283.

Completion of the Placing is subject to the conditions as set out in the paragraph headed “Conditions of the Placing” of this announcement.

The Placing and the Rights Issue are not inter-conditional upon each other.

THE RIGHTS ISSUE

The Company proposes to raise not less than approximately HK$120.55 million and not more than approximately HK$134.36 million before expenses by issuing not less than 596,760,614 and not more than 665,160,614 Rights Shares at the Subscription Price of HK$0.202 per Rights Share on the basis of two (2) Rights Shares for every one (1) Share in issue held on the Record Date. Qualifying Shareholders may apply for Rights Shares in excess of their respective provisional allotment under the Rights Issue. The Rights Issue is only available to the Qualifying Shareholders and will not be extended to the NonQualifying Shareholders.

The Subscription Price of HK$0.202 per Rights Share represents (i) a discount of 74.75% to the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 49.66% to the theoretical ex-rights price of approximately HK$0.4013 per Share based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day; and (iii) a discount of approximately 72.78% to the average closing price of approximately HK$0.742 per Share for the last five consecutive trading days immediately prior to the Last Trading Day.

Based on 298,380,307 Shares in issue as at the date of this announcement and assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date, 596,760,614 Rights Shares will be issued. If the subscription rights attached to the Unlisted Warrants were exercised in full and Warrant Shares are issued pursuant thereto on or before the Record Date, upon the issue of the Offer Shares, 665,160,614 Rights Shares will be issued.

Assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date, the minimum number of 596,760,614 Rights Shares represents (i) 200% of the Company’s issued share capital as at the date of this announcement; (ii) approximately 66.67% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares; and (iii) approximately 40.28% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Rights Shares.

Assuming that the subscription rights attached to the Unlisted Warrants were exercised in full and Warrant Shares are issued pursuant thereto on or before the Record Date and there is no other change in the issued share capital of the Company from the date of this announcement and up to the Record Date, the maximum number of 665,160,614 Rights Shares represents: (i) 200% of the issued share capital of the Company on the Record Date; (ii) approximately 66.67% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares; and (iii) approximately 41.99% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Rights Shares.

As according to the terms of the Placing Agreement, the Placing Shares, if any, will be allotted and issued after the Record Date, the Placing Shares will not entitle the holders thereof to participate in the Rights Issue.

Underwriting Agreement

Pursuant to the Underwriting Agreement, the Rights Issue (other than the Committed Shares which Globalcrest and Ever Robust have agreed to take up, being all of their respective provisional allotment under the Rights Issue) will be fully underwritten by the Underwriter, on the terms and subject to the conditions in the Underwriting Agreement.

Pursuant to the Underwriting Agreement, the Underwriter has conditionally undertaken to underwrite the Underwritten Shares, being not less than 524,934,274 Rights Shares and not more than 593,334,274 Rights Shares on a fully underwritten basis. As one of the conditions precedent to the obligations of the Underwriters to underwrite the Underwritten Shares under the Underwriting Agreement, the Company shall have obtained undertakings to be signed by Globalcrest and Ever Robust in relation to the acceptance of the Committed Shares and the undertakings to be signed by all Option Holders in relation to the nonexercise of the subscription rights attached to the Outstanding Options.

The Rights Issue is subject to the satisfaction of certain conditions as described under the section headed “Conditions of the Rights Issue”. In particular, it is subject to the Underwriter not terminating the Underwriting Agreement (Please see the section headed “Termination of the Underwriting Agreement” below) prior to 4:00 p.m. on the third Business Day following the Latest Time for Acceptance. Accordingly, the Rights Issue may or may not become unconditional and may or may not proceed.

Investors’ attention is drawn to the section headed “WARNING OF THE RISK OF DEALINGS IN SHARES AND THE NIL-PAID RIGHTS SHARES” below. Shareholders and potential investors of the Company are advised to exercise caution when dealings in the Shares or the nil-paid Rights shares (as appropriate) up to the date when the conditions of the Rights Issue are fulfilled.

CHANGE IN BOARD LOT SIZE

The Board announces that the board lot size of the Shares for trading on the Stock Exchange will be changed from 5,000 Shares to 15,000 Shares with effect from 9:00 a.m. on Friday, 24 July 2015. The Company will arrange for odd lot matching services in order to facilitate the trading of odd lots (if any).

LISTING RULES IMPLICATIONS

The Placing Shares will be allotted and issued pursuant to the Specific Mandate to be sought at the SGM. For the purpose of better corporate governance, the Independent Board Committee will express its view regarding the fairness and reasonableness of the terms of the Placing and the Rights Issue (including the dilution impact to the existing Shareholders) in the circular after taking into account the opinion of the Independent Financial Adviser.

As the Rights Issue will increase the issued share capital of the Company by more than 50%, under Rule 7.19(2) of the Listing Rules, the Rights Issue is subject to approval of the Independent Shareholders at the SGM by poll in accordance with the requirements of the Listing Rules.

As at the date of this announcement, since the Company has no controlling Shareholder, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour the resolution to approve the Rights Issue at the SGM pursuant to the Listing Rules. As at the date of this announcement, (i) Globalcrest holds 18,913,170 Shares, representing approximately 6.34% of the entire issued share capital of the Company. The entire issued share capital of Globalcrest 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; and (ii) Mr. Lam Siu Keung, Alvin, who 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, holds 350,885 Shares, representing approximately 0.12% of the entire issued share capital of the Company. Accordingly, each of Globalcrest and Mr. Lam Siu Keung, Alvin will abstain from voting in favour of the resolution to approve the Rights Issue at the SGM. Save as aforesaid, to the best knowledge of the Directors, no other Director or chief executive of the Company is holding any Share.

The Company has established the Independent Board Committee, which comprises all independent nonexecutive Directors in compliance with the Listing Rules, to advise the Independent Shareholders as to whether the terms of the Placing Agreement and the Rights Issue are fair and reasonable and in the interests of the Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Adviser. For disclosure purpose only, Mr. Lam Wing Tai, one of the independent non-executive Directors, is also an independent nonexecutive director of Jun Yang Solar Power Investment Limited, the holding company of Jun Yang Securities.

In this connection, the Company has appointed Donvex Capital Limited as the Independent Financial Adviser (the appointment of which has been approved by the Independent Board Committee) to advise the Independent Board Committee and the Independent Shareholders as to whether the Placing and the Rights Issue are fair and reasonable and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

GENERAL

The SGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Rights Issue and for the Shareholders to consider and, if thought fit, approve the Placing. The circular including, among other things, further details of (i) the Rights Issue and the Placing; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Placing and the Rights Issue; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Placing and the Rights Issue; and (iv) the notice convening the SGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

For the purpose of determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Thursday, 9 July 2015 to Monday, 13 July 2015 (both dates inclusive) and no transfer of Shares will be registered during such period.

The Company’s register of members will also be closed from Monday, 20 July 2015 to Thursday, 23 July 2015 (both dates inclusive) to determine the entitlement to the Rights Issue. No transfer of Shares will be registered during such period.

The Record Date is Thursday, 23 July 2015. The last day of dealings in the Shares on a cum-rights basis is Wednesday, 15 July 2015. The Shares will be dealt in on an ex-rights basis from Thursday, 16 July 2015. To qualify for the Rights Issue, Shareholders must be registered as a member of the Company as at the close of business on the Record Date and not be a Non-Qualifying Shareholder.

Subject to the approval of the Rights Issue by the Independent Shareholders at the SGM and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Prospectus Posting Date. Subject to the advice of the Company’s legal advisers in the relevant jurisdictions and to the extent reasonably practicable, the Prospectus (without the PAL and the EAF) will be despatched to the Non-Qualifying Shareholders for information only.

(1) PLACING OF NEW SHARES UNDER THE SPECIFIC MANDATE

The Placing Agreement

Date: 26 May 2015 Parties: (1) Issuer: the Company (2) Placing agents: (i) China Everbright Securities; and (ii) Jun Yang Securities

The Placing Agents have conditionally agreed to place up to 586,350,000 Placing Shares, on a best effort basis, at the Placing Price on behalf of the Company. China Everbright Securities is a licensed corporation to carry on business in type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance), type 9 (asset management) regulated activities under the SFO. Jun Yang Securities is a licensed corporation to carry on business in type 1 regulated activity (dealing in securities) under the SFO. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placing Agents and their respective ultimate beneficial owners are Independent Third Parties.

Placees

The Placing Shares will be placed to the Placees who will be independent individual, corporate and/or institutional investors, and who and (where applicable) whose ultimate beneficial owners are Independent Third Parties. It is a term of the Placing Agreement that upon completion of the Placing, none of the Placees will become a substantial shareholder of the Company.

Placing Shares

The maximum number of the Placing Shares of 586,350,000 represents (i) approximately 196.51% of the existing issued share capital of the Company; (ii) approximately 66.27% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming that there is no other change in the issued share capital of the Company from the date of this announcement and up to the date of allotment and issue of the Placing Shares); and (iii) approximately 39.58% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and Rights Shares (assuming that there is no other change in the issued share capital of the Company from the date of this announcement and up to the date(s) of allotment and issue of the Placing Shares and the Rights Shares). The aggregate nominal value of such number of the Placing Shares amounts to HK$5,863,500.

Assuming the maximum number of the Placing Shares is placed, the gross proceeds from the Placing will amount to approximately HK$200.0 million and the net proceeds of the Placing, after deduction of the Placing commission and other related expenses of approximately HK$7.5 million, will be approximately HK$192.5 million. On such basis, the net issue price for each Placing Share will be approximately HK$0.3283.

Placing Price

The Placing Price of HK$0.3411 represents:

(i) a discount of approximately 57.36% to the closing price of HK$0.8 per Share as quoted on the Stock Exchange on 26 May 2015, being the date of the Placing Agreement and the Last Trading Day;
(ii) a discount of approximately 15.00% to the theoretical ex-rights price of approximately HK$0.4013 per Share based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day (taking into account the Rights Issue as described in this announcement); and
(iii) a discount of approximately 54.03% to the average of the closing price per Share of HK$0.742 as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day.

The Placing Price of HK$0.3411 was arrived at after arm’s length negotiations between the Company and the Placing Agents with reference to the theoretical ex-rights price of approximately HK$0.4013 with a discount of approximately 15.00%, which is based on the Subscription Price and the closing price of the Shares on the Last Trading Day, i.e. HK$0.8. The Board has reviewed all the placing proposals announced by other companies listed on the Stock Exchange for the period of two calendar months immediately prior to the Last Trading Day, and identified an exhaustive list of thirteen placings which are subject to the grant of specific mandate by shareholders (the “ Placing Comparable(s) ”). The placing price of all of the Placing Comparables are set at discounts to market price of the relevant shares, ranging from a discount of approximately 2.09% to approximately 57.3%, with an average discount of approximately 24.08%. As according to the terms of the Placing Agreement, completion of Placing is scheduled to take place after the Record Date for determining the entitlement to the Rights Issue (by when the market price of the Shares will have been adjusted taking into account of the Rights Issue), the Company considers that it is more reasonable to use the theoretical ex-rights price of the Shares, i.e. HK$0.4013 as the basis to determine the Placing Price. Also, given that the Placing Price represents approximately 15.00% discount to the aforesaid theoretical ex-rights price of the Shares which is within the range and below the average discount to the prevailing market price of the Placing Comparables as stated above, the Company is of the view that the Placing Price is fair and reasonable and in the best interest of the Shareholders.

Placing commission

Pursuant to the Placing Agreement, the Company shall pay to each of the Placing Agents a commission of 3.5% of the aggregate Placing Price of the Placing Shares actually placed by such Placing Agent on behalf of the Company, provided that in any event, such commission to be paid by the Company to China Everbright Securities shall not be less than HK$200,000.

Such commission was arrived at after arm’s length negotiations between the Company and the Placing Agents under normal commercial terms and with reference to the prevailing market conditions. The Directors consider that the commission is fair and reasonable, in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

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

Conditions of the Placing

Completion of the Placing is conditional upon the fulfilment of the following conditions:

(a) the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; and
(b) the Specific Mandate being obtained at the SGM.

Each of the Company and the Placing Agents shall use their respective best endeavours to procure the satisfaction of the above conditions by 5:00 p.m. on the date falling 30 days after the date of the SGM (“ Long Stop Date ”). If the above conditions are not satisfied by the Long Stop Date, all obligations of the Placing Agents and of the Company shall cease and terminate and none of the parties to the Placing Agreement shall have any claim against the other in relation to the Placing Agreement (save for any antecedent breach of any obligation thereunder).

Completion of the Placing

Completion of the Placing will take place on the later of (i) the third Business Day after the fulfilment of the conditions of the Placing (or such other date as agreed by the parties to the Placing Agreement in writing) or (ii) the Business Day immediately following the Record Date.

Mandate to issue the Placing Shares

The Placing Shares proposed to be issued under the Placing Agreement will be allotted and issued under the Specific Mandate to be obtained at the SGM.

Termination

Jun Yang Securities (for itself and on behalf of China Everbright Securities) may, in its reasonable opinion, after consultation with the Company, terminate the Placing Agreement by notice in writing to the Company at any time prior to 8:00 a.m. on the date of completion of the Placing if:

(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 Agents 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 Agents 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 Agents 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, interim and annual reports issued by the Company to the Stock Exchange and/or the Shareholders since the publication of the announcement of the Company relating to the interim results of the Company for the six months ended 31 December 2014 has become or been discovered to be untrue, incorrect or misleading in any material respect which in the reasonable opinion of the Placing Agents would be materially adverse in the consummation of the Placing.

Upon termination of the Placing Agreement by Jun Yang Securities (for itself and on behalf of China Everbright Securities) pursuant to the above mentioned factors, all obligations of the Company and the Placing Agents shall cease and no party of the Placing Agreement shall have any claim against the other parties in respect of any matter or thing arising out of or in connection with the Placing Agreement save of any antecedent breach of any obligation under the Placing Agreement.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

WARNING

Shareholders and potential investors of the Company should note that completion of the Placing is subject to fulfilment of the conditions as set out above and Jun Yang Securities (for itself and on behalf of China Everbright Securities) is entitled to terminate the Placing Agreement under certain circumstances. As the Placing may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares.

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is (i) the existing shareholding structure of the Company and (ii) the effect on the shareholding structure of the Company upon completion of the Placing (assuming there is no other change in the issued share capital of the Company from the date of this announcement and up to the completion of the Placing):

Globalcrest (Note 1) Lam Siu Keung, Alvin (Note 2) Public Ever Robust (Note 3) The Placees (Note 4) Other existing public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 18,913,170 6.34 350,885 0.12 17,000,000 5.70 – – 262,116,252 87.84 298,380,307 100.00	Upon completion of the Placing Number of Shares Approximate % 18,913,170 2.14 350,885 0.04 17,000,000 1.92 586,350,000 66.27 262,116,252 29.63 884,730,307 100.00	Upon completion of the Placing Number of Shares Approximate % 18,913,170 2.14 350,885 0.04 17,000,000 1.92 586,350,000 66.27 262,116,252 29.63 884,730,307 100.00
			100.00

Notes:

The entire issued share capital of Globalcrest 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.
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.
Ever Robust is a wholly-owned subsidiary of China Mobile Games and Cultural Investment Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Growth Enterprise Market of the Stock Exchange.
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.
Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

(2) RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE IN ISSUE HELD ON THE RECORD DATE

On 26 May 2015 (after trading hours), the Company and the Underwriter entered into the Underwriting Agreement regarding the Rights Issue. The terms of the Rights Issue are set out below.

THE RIGHTS ISSUE

Under the Rights Issue, the Company proposes to raise not less than approximately HK$120.55 million and not more than approximately HK$134.36 million before expenses by way of the Rights Issue, details of which are set out as follows:

Issue statistics

Basis of the Right Issue: Two (2) Rights Shares for every one (1) Share in issue held on the Record Date

Subscription Price: HK$0.202 per Rights Share with nominal value of HK$0.01 each

Number of Shares in issue as at 298,380,307 Shares the date of this announcement:

Number of Rights Shares: Not less than 596,760,614 Rights Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date) and not more than 665,160,614 Rights Shares (assuming that the subscription rights attached to the Unlisted Warrants are exercised in full and Warrant Shares are allotted and issued pursuant thereto on or before the Record Date and there is no other change in the issued share capital of the Company from the date of this announcement and up to the Record Date)
Number of Committed Shares: Globalcrest and Ever Robust have undertaken in favour of the Company and the Underwriter to subscribe for the 37,826,340 and 34,000,000 Rights Shares respectively to be issued and allotted to them under their respective provisional allotment. Details of the Shareholders’ Undertaking are set out under the paragraph headed “Rights Issue – Irrevocable undertakings given by Globalcrest, Ever Robust and the Option Holders” in this announcement
Number of Underwritten Shares: Not less than 524,934,274 Rights Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to the Record Date) and not more than 593,334,274 Rights Shares (assuming that the subscription rights attached to the Unlisted Warrants are exercised in full and Warrant Shares are allotted and issued pursuant thereto on or before the Record Date and there is no other change in the issued share capital of the Company from the date of this announcement and up to the Record Date). On such basis, taken into account the Shareholders’ Undertaking and the Option Holders’ Undertaking, the Rights Issue is fully underwritten
Enlarged issued share capital Not less than 895,140,921 and not more than 997,740,921 Shares (without of the Company upon taking into account the allotment and issue of the Placing Shares) completion of the Rights Issue:

As at the date of this announcement, save for the Outstanding Options and the Unlisted Warrants, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares. All Option Holders have irrevocably undertaken to the Company and the Underwriter not to exercise the respective Outstanding Options held by them from the date of the Underwriting Agreement to the close of business on the Record Date.

Reference is also made to the announcement of the Company dated 7 May 2015 relating to the proposed acquisition of further equity interests in Winston Asia Limited. As stated in such announcement, the consideration for such acquisition will be settled by the issue of the Consideration Convertible Notes by the Company. As completion of such acquisition has not yet taken place, the Consideration Convertible Notes have not yet been issued as at the date of this announcement.

Assuming that the subscription rights attached to the Unlisted Warrants were exercised in full and Warrant Shares are allotted and issued pursuant thereto on or before the Record Date and there is no other change in the issued share capital of the Company from the date of this announcement and up to the Record Date, the maximum number of 665,160,614 Rights Shares represents: (i) 200% of the issued share capital of the Company on the Record Date; (ii) approximately 66.67% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares; and (iii) approximately 41.99% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Rights Shares.

The aggregate nominal value of the Rights Shares will be not less than HK$5,967,606.14 and not more than HK$6,651,606.14.

Basis of provisional allotment

The basis of the provisional allotment shall be two (2) Rights Shares (in nil-paid form) for every one (1) Share in issue held by the Qualifying Shareholders at the close of business on the Record Date. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for with the Registrar by the Latest Time for Acceptance.

Qualifying Shareholders

The Rights Issue is only available to the Qualifying Shareholders. Subject to the passing of the resolution approving the Rights Issue by the Independent Shareholders at the SGM and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will send the Prospectus Documents to the Qualifying Shareholders.

A Qualifying Shareholder must be registered as a member of the Company as at the close of business on the Record Date, and not be a Non-Qualifying Shareholder.

In order to be registered as members of the Company prior to the close of business on the Record Date, Shareholders must lodge any transfers of Shares (together with the relevant share certificates) for registration with Tricor Abacus Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Friday, 17 July 2015.

Rights of the Non-Qualifying Shareholders

The Prospectus Documents to be issued in connection with the Rights Issue will not be registered under the applicable securities legislation of any jurisdictions other than Hong Kong.

The Company will make enquiries as to whether the issue of Rights Shares to the Non-Qualifying Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange and details and results of such enquiries will be included in the circular to be despatched to the Shareholders in connection with, amongst other matters, the Rights Issue. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer the Rights Shares to such NonQualifying Shareholders, the Rights Issue will not be extended to such Non-Qualifying Shareholders. The result of the enquiries and the basis of the exclusion, if any, will be included in the circular to be despatched to the shareholders in connection with, amongst other matters, the Rights Issue.

The Company will send copies of the Prospectus (without the PAL and EAF) to the Non-Qualifying Shareholders for their information only.

The Company shall provisionally allot the Rights Shares which represent the entitlements of the NonQualifying Shareholders to a nominee of the Company in nil-paid form and the Company shall procure that such nominee shall endeavour to sell the rights as soon as practicable after dealings in nil-paid Rights Shares commence and in any event on or before the last day of dealings in nil-paid Rights Shares at a net premium (nil-paid). If and to the extent that such rights can be so sold, the nominee of the Company shall account to the Company for the net proceeds of sale (after deducting the expenses of sale, if any), on the basis that the net proceeds after deducting the expenses of sale (if any) attributable to the sale of the Rights Shares that would otherwise have been allotted to the Non-Qualifying Shareholders shall be distributed pro rata to their shareholdings as at the Record Date (but rounded down to the nearest cent) to the Non-Qualifying Shareholders provided that individual amounts of HK$100 or less shall be retained by the Company for its own benefit. Any of such nil-paid rights which are not sold as aforesaid will be dealt with as Rights Shares not taken up.

Subscription Price

The Subscription Price is HK$0.202 per Rights Share, payable in full by Qualifying Shareholders upon acceptance of the relevant provisional allotment of Rights Shares or application for the excess Rights Shares or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

(a) a discount of 74.75% to the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day;
(b) a discount of approximately 49.66% to the theoretical ex-rights price of approximately HK$0.4013 per Share based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day; and
(c) a discount of approximately 72.78% to the average closing price of approximately HK$0.742 per Share for the last five consecutive trading days immediately prior to the Last Trading Day.

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Underwriter with reference to the market price of the Shares and the prevailing market conditions. The Board has made reference to the rights issues announced by other companies listed on the Stock Exchange for a period of six calendar months immediately prior to the Last Trading Day, and identified an exhaustive list of twelve rights issues which have subscription ratios above 1-for-2 and are also subject to shareholders’ approval (the “ Rights Issue Comparable(s) ”). The subscription prices of all of the Rights Issue Comparables are set at discounts to market price of the relevant shares, ranging from a discount of approximately 4.00% to approximately 89.13%, with an average discount of approximately 69.60% (in calculating the average discount of the Rights Issue Comparable(s), the Company excludes the one with discount rate of 4.00% as it is an extreme case). As regards the Rights Issue, the discount represented by the Subscription Price to the closing price of the Shares on the Last Trading Day of 74.75% is slightly higher than the average discount of the Rights Issue Comparables but is still within the range of discount. Given that (i) there is a need to increase the attractiveness of the Rights Shares to the Qualifying Shareholders and the Underwriter; and (ii) the proposed discount of the Subscription Price to the prevailing market price is within the range of discount of the Rights Issue Comparables, the Directors consider that the Subscription Price is fair and reasonable and in the interests of the Company and Shareholders as a whole.

Status of the Rights Shares

The Rights Shares when allotted, issued and fully paid, shall rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Rights Shares, including the right to receive all future dividends and distributions which are declared, made or paid on or after the date of allotment and issue of the Rights Shares.

Share certificates and refund cheques for the Rights Issue

Subject to the fulfilment of the conditions of the Rights Issue as set out in the section headed “Conditions of the Rights Issue” below, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before Friday, 14 August 2015. If the Underwriting Agreement is terminated or not becoming unconditional, refund cheques will be despatched on or before Friday, 14 August 2015 by ordinary post at the respective Shareholders’ own risk.

Application for excess Rights Shares

Qualifying Shareholders are entitled to apply for any unsold provisional allotment of the Non-Qualifying Shareholders and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders.

Application may be made by Qualifying Shareholders completing the EAF and lodging the same with a separate remittance for the excess Rights Shares being applied for. The Directors will allocate the excess Rights Shares at their discretion on a fair and equitable basis and on a pro-rata basis to the excess Rights Shares applied for by the Qualifying Shareholders, except that preference will be given to applications for less than a board lot of Rights Shares where it appears to the Directors that such applications are made to round up odd-lot holdings to whole-lot holdings and that such applications are not made with intention to abuse the mechanism.

For Shareholders whose Shares are held by their nominee(s) (including HKSCC Nominees Limited) and who would like to have their names registered on the register of members of the Company, they must lodge all necessary documents with the Registrar, being Tricor Abacus Limited, for completion of the relevant registration not later than 4:00 p.m. on Friday, 7 August 2015.

Application for the Rights Shares

The Application Forms relating to the Rights Shares will be enclosed with the Prospectus entitling the Qualifying Shareholders to whom it is addressed to subscribe for the Rights Shares as shown therein by completing such form(s) and lodging the same with separate remittance for the Rights Shares being applied for with the Registrar by the Latest Time for Acceptance.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of and permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms). Dealings in the Rights Shares on the Stock Exchange will be subject to the payment of stamp duty (if any) in Hong Kong and any other applicable fees and charges in Hong Kong.

No part of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is proposed to be sought.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares on the Stock Exchange, the Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Dealings in the Rights Shares on the Stock Exchange may be settled through CCASS.

Qualifying Shareholders who do not take up the Rights Shares to which they are provisionally allotted should note that their shareholdings in the Company will be diluted.

Closure of register of members

For the purpose of determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Thursday, 9 July 2015 to Monday, 13 July 2015, both dates inclusive, and no transfer of Shares will be registered during such period.

The register of members of the Company will also be closed from Monday, 20 July 2015 to Thursday, 23 July 2015, both dates inclusive, to determine the eligibility of the Rights Issue. No transfer of Shares will be registered during such period.

The Underwriting Agreement

Date: 26 May 2015 Underwriter: Jun Yang Securities

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Underwriter and its ultimate beneficial owners are Independent Third Parties. As at the date of this announcement, neither the Underwriter nor its associates hold any Shares.

Number of Underwritten Shares:

Not less than 524,934,274 Rights Shares and not more than 593,334,274 Rights Shares. On such basis, taking into account the Shareholders’ Undertaking and the Option Holders’ Undertaking, the Rights Issue is fully underwritten.

Commission:

The Underwriter will receive a commission in respect of its underwriting of the Rights Issue at 3.5% of the aggregate Subscription Price in respect of the maximum number of the Underwritten Shares. Such underwriting commission rate is within the range of underwriting commissions of the Rights Issue Comparables (from nil to 3.5%).

Undertakings relating (i) Globalcrest and Ever Robust have given the Shareholders’ to the Rights Shares: Undertaking in favour of the Company and the Underwriter to apply for 37,826,340 and 34,000,000 Rights Shares to which they are respectively entitled under the Rights Issue; and
(ii) all the Option Holders have given the Option Holders’ Undertaking in favour of the Company and the Underwriter not to exercise their respective Outstanding Options on or before the Record Date.

The Board considers that the terms of the Underwriting Agreement and the amount of commission payable by the Company to the Underwriter are fair and reasonable as compared to the market practice and commercially reasonable as agreed between the parties of the Underwriting Agreement.

Irrevocable undertakings given by Globalcrest, Ever Robust and the Option Holders

(1) Shareholders’ Undertaking:

As at the date of the Underwriting Agreement, Globalcrest and Ever Robust are interested in 18,913,170 and 17,000,000 Shares respectively, representing approximately 6.34% and 5.70% of the total issued share capital of the Company. Each of Globalcrest and Ever Robust has irrevocably undertaken respectively to the Company and the Underwriter that it:

(a) will remain as the beneficial owner of the Shares as set out above at the close of business on the Record Date;
(b) will not change its registered address in the register of members of the Company (unless such change is to change to an address in Hong Kong); and
(c) will apply for and pay for the Rights Shares to which it will be provisionally allotted pursuant to the Rights Issue (37,826,340 Rights Shares for Globalcrest and 34,000,000 for Ever Robust), by lodging the duly completed and signed PAL in respect of all such Rights Shares with payment in full therefor with the Registrar before the Latest Time for Acceptance in accordance with the instructions printed on the Prospectus Documents.

(2) Option Holders’ Undertaking:

As at the date of the Underwriting Agreement, the Outstanding Options entitle the Option Holders to subscribe for up to 16,800,170 Shares. The Option Holders have respectively irrevocably undertaken to the Company and the Underwriter not to exercise the Outstanding Options held by them respectively from the date of the Underwriting Agreement to the close of business on the Record Date.

Termination of the Underwriting Agreement

The Underwriting Agreement contains provisions granting the Underwriter, by notice in writing, the right to terminate the Underwriter’s obligations thereunder on the occurrence of certain events. The Underwriter may terminate the Underwriting Agreement on or before the Latest Time for Termination if prior to the Latest Time for Termination:

(1) in the reasonable opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:
(a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position of the Group as a whole or is materially adverse in the context of the Rights Issue; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement), of a political, military, financial, economic or other nature (whether or not ejusdem generic with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position of the Group as a whole; or
(c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or
(d) the imposition of any moratorium, suspension or material restriction on trading of the Shares on the Stock Exchange due to exceptional financial circumstances or otherwise; or
(e) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than 20 consecutive business days, excluding any suspension in connection with the clearance of this announcement or the Prospectus Documents or other announcements or circulars in connection with the Rights Issue; or
(2) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of the Underwriting Agreement includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Rights Issue; or

(3) the Prospectus in connection with the Rights Issue when published contain information (either as to the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the reasonable opinion of the Underwriter is material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to apply for its provisional allotment of Rights Shares under the Rights Issue.

Pursuant to the Underwriting Agreement, the Underwriter is also entitled by notice in writing to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

(1) any material breach of any of the warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter; or
(2) any event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which if it had occurred or arisen before the date of the Underwriting Agreement would have rendered any of the representations, warranties and undertakings contained in the Underwriting Agreement untrue or incorrect in any material respect comes to the knowledge of the Underwriter.

In the event the Underwriter exercises its right to terminate or rescind the Underwriting Agreement as described above, the Rights Issue will not proceed.

Conditions of the Rights Issue

The Rights Issue is conditional upon:

(1) the passing by the Independent Shareholders at the SGM of an ordinary resolution to approve the Rights Issue by no later than the Prospectus Posting Date;
(2) the Stock Exchange granting or agreeing to grant (subject to allotment) the listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms) by no later than the Prospectus Posting Date and the Stock Exchange not having withdrawn or revoked such listings and permission on or before the Latest Time for Termination;
(3) the filing and registration of all documents relating to the Rights Issue, which are required to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) by no later than the Prospectus Posting Date;
(4) the posting of the Prospectus Documents to the Qualifying Shareholders on or before the Prospectus Posting Date;
(5) the compliance with and performance of all the undertakings and obligations of the Company under the Underwriting Agreement by the Latest Time for Termination;

(6) the delivery to the Company and the Underwriter the copy of (i) the Shareholders’ Undertakings duly executed by each of Globalcrest and Ever Robust and (ii) the Option Holders’ Undertakings duly executed by each Option Holder on or before the date on which the circular in connection with the Rights Issue is posted;
(7) the compliance with and performance by (i) Globalcrest of its Shareholder Undertaking; (ii) Ever Robust of its Shareholder Undertaking; and (iii) all Option Holders of their respective Option Holders’ Undertakings; and
(8) the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms of the Underwriting Agreement on or before the Latest Time for Termination.

The Company shall use all reasonable endeavours to procure the fulfillment of all the conditions precedent (save for conditions (6) and (7)) by the respective dates specified above.

None of the above conditions precedent is capable of being waived (other than condition precedent (5) which is capable of being waived by the Underwriter) by any party to the Underwriting Agreement.

If the above conditions are not satisfied by the respective dates specified above (or such later date or dates as the Underwriter may agree with the Company in writing), the Underwriting Agreement shall terminate and no party will have any claim against any other party for cost, damages, compensation or otherwise, and the Rights Issue will not proceed.

WARNING OF THE RISK OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Rights Issue is conditional upon, amongst other conditions, the Underwriting Agreement not having terminated in accordance with the terms thereof. Accordingly, the Rights Issue may or may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company. Any Shareholder or other person contemplating any dealings in the Shares or nil-paid Rights Shares are recommended to consult their own professional advisers.

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company before and after the issue of the Rights Shares:

(a) Assuming (i) no exercise of the subscription rights attached to the Unlisted Warrants on or before the Record Date and (ii) there is no Non-Qualifying Shareholder

Globalcrest (Notes 1 and 2) Lam Siu Keung, Alvin (Note 3) Public Ever Robust (Note 2 and 4) The Underwriter (Note 5) The Placees (Note 6) Other existing public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 18,913,170 6.34 350,885 0.12 17,000,000 5.70 – – – – 262,116,252 87.84 298,380,307 100.00	Upon issue of the Rights Shares (assuming all Rights Shares are subscribed for by the Qualifying Shareholders) Number of Shares Approximate % 56,739,510 6.34 1,052,655 0.12 51,000,000 5.70 – – – – 786,348,756 87.84 895,140,921 100.00	Upon issue of the Rights Shares (assuming all Rights Shares are subscribed for by the Qualifying Shareholders) Number of Shares Approximate % 56,739,510 6.34 1,052,655 0.12 51,000,000 5.70 – – – – 786,348,756 87.84 895,140,921 100.00	Upon issue of the Rights Shares (assuming none of the Rights Shares are subscribed for by the Qualifying Shareholders other than Globalcrest and Ever Robust) (Note 4) Number of Shares Approximate % 56,739,510 6.34 350,885 0.04 51,000,000 5.70 524,934,274 58.64 – – 262,116,252 29.28 895,140,921 100.00	Upon issue of the Rights Shares and after the issue and allotment of the Placing Shares (assuming all Rights Shares are subscribed for by the Qualifying Shareholders) (Note 6) Number of Shares Approximate % 56,739,510 3.83 1,052,655 0.07 51,000,000 3.44 – – 586,350,000 39.58 786,348,756 53.08 1,481,490,921 100.00	Upon issue of the Rights Shares and after the issue and allotment of the Placing Shares (assuming none of the Rights Shares are subscribed for by the Qualifying Shareholders other than Globalcrest and Ever Robust) (Note 4 & 6) Number of Shares Approximate % 56,739,510 3.83 350,885 0.02 51,000,000 3.44 524,934,274 35.43 586,350,000 39.58 262,116,252 17.70 1,481,490,921 100.00	Upon issue of the Rights Shares and after the issue and allotment of the Placing Shares (assuming none of the Rights Shares are subscribed for by the Qualifying Shareholders other than Globalcrest and Ever Robust) (Note 4 & 6) Number of Shares Approximate % 56,739,510 3.83 350,885 0.02 51,000,000 3.44 524,934,274 35.43 586,350,000 39.58 262,116,252 17.70 1,481,490,921 100.00
			100.00				100.00

(b) Assuming that (i) the subscription rights attached to the Unlisted Warrants were exercised in full and Warrant Shares are issued pursuant thereto on or before the Record Date and (ii) there is no Non-Qualifying Shareholder

Globalcrest (Notes 1 and 2) Lam Siu Keung, Alvin (Note 3) Public Ever Robust (Notes 2 and 4) The Underwriter (Note 5) The Placees (Note 6) Other existing public Shareholders Total	As at the this anno Number of Shares 18,913,170 350,885 17,000,000 – – 262,116,252 298,380,307	date of uncement Approximate % 6.34 0.12 5.70 – – 87.84 100.00	Upon i the Warra on or the Reco Number of Shares 18,913,170 350,885 17,000,000 – – 296,316,252 332,580,307	ssue of nt Shares before rd Date Approximate % 5.69 0.11 5.11 – – 89.09	Upon issue of the Rights Shares (assuming all Rights Shares are subscribed for by the Qualifying Shareholders) Number of Shares Approximate % 56,739,510 5.69 1,052,655 0.11 51,000,000 5.11 – – – – 888,948,756 89.09 997,740,921 100.00	Upon issue of the Rights Shares (assuming none of the Rights Shares are subscribed for by the Qualifying Shareholders other than Globalcrest and Ever Robust) (Note 5) Number of Shares Approximate % 56,739,510 5.69 350,885 0.04 51,000,000 5.11 593,334,274 59.47 – – 296,316,252 29.69 997,740,921 100.00	Upon issue of the Rights Shares and after the issue of the Placing Shares (assuming all Rights Shares are subscribed for by the Qualifying Shareholders) (Notes 6 and 7) Number of Shares Approximate % 56,739,510 3.58 1,052,655 0.07 51,000,000 3.22 – – 586,350,000 37.01 888,948,756 56.12 1,584,090,921 100.00	Upon issue of the Rights Shares and after the issue and allotment of the Placing Shares (assuming none of the Rights Shares are subscribed for by the Qualifying Shareholders other than Globalcrest and Ever Robust) (Note 5, 6 and 7) Number of Shares Approximate % 56,739,510 3.58 350,885 0.02 51,000,000 3.22 593,334,274 37.46 586,350,000 37.01 296,316,252 18.71 1,584,090,921 100.00	Upon issue of the Rights Shares and after the issue and allotment of the Placing Shares (assuming none of the Rights Shares are subscribed for by the Qualifying Shareholders other than Globalcrest and Ever Robust) (Note 5, 6 and 7) Number of Shares Approximate % 56,739,510 3.58 350,885 0.02 51,000,000 3.22 593,334,274 37.46 586,350,000 37.01 296,316,252 18.71 1,584,090,921 100.00
				100.00					100.00

Notes:

The entire issued share capital of Globalcrest 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.
Pursuant to the Shareholders’ Undertaking, each of Globalcrest and Ever Robust has irrevocably undertaken to the Company and the Underwriter, among other matters, that (1) it will remain as the beneficial owner of such Shares that it owns as at the date of the Underwriting Agreement until the close of business of the Record Date free from all encumbrances; (2) it will apply for and pay for the Rights Shares to which it will be provisionally allotted pursuant to the Rights Issue.
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.
Ever Robust is a wholly-owned subsidiary of China Mobile Games and Cultural Investment Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Growth Enterprise Market of the Stock Exchange.
Pursuant to the Underwriting Agreement, the Underwriter has undertaken to the Company that when it is being called upon to subscribe for or procure subscription for any Underwritten Shares: (1) the Underwriter shall not subscribe, for its own account, for such number of Underwriting Shares which will result in the shareholding of it and parties acting in concert (within the meaning of the Takeovers Code) with it in the Company to be 29.9% or more of the then issued share capital of the Company; (2) the Underwriter shall ensure that none of the subscribers of the Underwritten Shares will become a substantial shareholder of the Company as a result of such subscription and such subscriber, together with parties acting in concert with it, shall not be holding 29.9% or more of the issued share capital of the Company upon the allotment and issue of the Rights Shares; (3) the Underwriter shall use all reasonable endeavours to procure that each of the subscribers of the Underwriting Shares (including any direct and indirect subunderwriters), shall be third party independent of, not acting in concert with and not connected with any connected persons of the Company and their respective associates and close associates; and (4) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon the allotment and issue of the Rights Shares solely because of the Underwriter’s performance of its underwriting obligations under the Underwriting Agreement, the Underwriter shall take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules.
It is a term of the Placing Agreement that upon completion of the Placing, none of the Placees will become a substantial shareholder of the Company.
The Placing Shares, if any, will be allotted and issued after the Record Date, the Placing Shares will not entitle the holders thereof to participate in the Rights Issue.
Certain percentage figures included in the above tables have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

				Actual use of
				the net proceeds as
Date of	Fund raising	Net proceeds raised	Proposed use of	at the date of
announcement	activities	(approximately)	net proceeds	this announcement
10 April 2015 and	Placing of new shares	HK$19.33 million	To use as general working	Utilised for general
22 April 2015	of 49,730,000 new		capital of the Group	working capital
	Shares at a price of
	HK$0.4055 per Share
28 January 2015 and	Issue of the 6.5%	HK$8.9 million	To finance any	Utilised for general
8 April 2015	unsecured loan notes		potential investment	working capital
	in the aggregate		opportunities of the
	principal amount of		Group that may arise
	HK$9,200,000 due		from time to time and
	2016 by the Company		for the general working
			capital of the Group
9 December 2014 and	Placing of new shares	HK$39.7 million	To use as general working	Utilised for general
18 December 2014	of 414,415,000 new		capital of the Group	working capital
	Shares at a price of
	HK$0.10 per Share
23 June 2014 and	Placing of new shares	HK$33.0 million	To strengthen the financial	Utilised for general
9 July 2014	of 343,200,000 new		position of the Group	working capital
	Shares at a price of		and provide general
	HK$0.10 per Share		working capital of the
			Group to meet any
			future development and
			obligations

Save for the above, the Company had not conducted any other fund raising activities in the past 12 months immediately preceding the date of this announcement.

REASONS FOR THE PLACING AND RIGHTS ISSUE 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 Board has noted that the revenue of the Group has fluctuated in the past five financial years from a maximum of approximately HK$205.2 million for the year ended 30 June 2014 to a minimum of approximately HK$75.9 million for the year ended 30 June 2012. The business segment of the film exhibition, licensing and sub-licensing of film rights accounted for a major portion of the total revenue of the Group, which represented approximately 85.0% of the total revenue for the financial year ended 30 June 2014. However, films are produced on a project basis and the revenue generated thereunder are not stable, thus causing the fluctuation of the revenue and also the profitability of the Group. In view of the above, it is the goal of the Group to expand its revenue stream and stabilize its revenue through (i) the acquisition of new businesses, which are considered to have a relatively stable income stream, from other parties; and/or (ii) further expansion of the other existing business segments of the Group. As such, the Group is in the process of negotiating with certain potential vendors for possible acquisitions of some new businesses and further investment in some existing businesses. When the management of the Company is in negotiation with the potential sellers of the aforementioned acquisitions, such potential sellers may have concerns as to whether the Group has sufficient internal resources to proceed with the acquisitions and to develop the businesses. To facilitate further negotiations, it is preferable for the Company to conduct fund raising exercise before the formal acquisition agreements of the aforesaid acquisitions are entered into. As such, the Group proposed to conduct the Placing and the Rights Issue.

The net proceeds of the Placing, after deduction of the Placing commission and other related expenses of approximately HK$7.5 million, will be approximately HK$192.5 million. The gross proceeds from the Rights Issue will be not less than approximately HK$120.55 million and not more than approximately HK$134.36 million. The minimum net proceeds from the Rights Issue after deducting all relevant expenses are estimated to be not less than HK$114.8 million.

The Company intends to apply the net proceeds of approximately HK$192.5 million from the Placing as to approximately:

(i) HK$20.0 million for the development of its existing business in trading, wholesale and retail of watch products;
(ii) not less than HK$60.0 million for the possible acquisition of a target company principally engaged in film and advertising production, provision of public relations services, holding and sponsoring stage performance, concerts and other cultural events in Hong Kong, Taiwan and the People’s Republic of China (“ PRC ”) as contemplated under a non-legally binding memorandum of understanding entered into between the Group and a potential vendor as announced in the Company’s announcement dated 13 March 2015 (the “ Potential Acquisition A ”);
(iii) not less than HK$60.0 million for the possible acquisition of a group of companies principally engaged in the production of frames for eyeglasses and other optical products, as contemplated under a nonlegally binding memorandum of understanding entered into between the Group and the potential vendor as announced in the Company’s announcement dated 20 April 2015 (the “ Potential Acquisition B ”);

(iv) not more than HK$35.0 million for the developing of money lending business; and
(v) approximately HK$17.5 million for the working capital of the Group.

The Company intends to apply the minimum net proceeds of approximately HK$114.8 million from the Rights Issue as to approximately:

(i) not more than HK$50.0 million for the developing of money lending business;
(ii) not more than HK$43.4 million for the provision of loan facilities to Round Table Performance Entertainment Limited, a 70% owned subsidiary of the Company which is principally engaged in holding and sponsoring stage performance, concerts and other cultural events, as well as developing the entertainment business in Hong Kong and PRC; and
(iii) not less than HK$21.4 million for the working capital of the Group.

Furthermore, the proposed usage of the amount totalling not less than HK$38.9 million for general working capital is as follows:

(i) approximately HK$1.5 million for auditor remuneration;
(ii) approximately HK$7.55 million for legal and other professional fee;
(iii) approximately HK$23.0 million for salaries, staff welfare and other related expenses;
(iv) approximately HK$3.5 million for rental and management fee; and
(v) approximately HK$3.35 million for printing and stationery, travelling, utilities and other expenses.

The Company assesses the risks, returns and prospects of the aforementioned businesses as follows:

(a) Trading, wholesale and retail of watch and jewellery products

As disclosed in the announcement of the Company dated 7 May 2015, Fragrant River Entertainment Culture (Holdings) Limited (“ Fragrant River ”), a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with the vendors to acquire 79.99% of the enlarged share capital of Winston Asia Limited (together with its subsidiaries, “ Winston Group ”). Winston Group is principally engaged in business activities including the trading of watches, trademark holding, wholesale and retail of watches in Hong Kong and PRC. According to the audited consolidated financial statements of Winston Asia Limited for the year ended 31 December 2014, Winston Asia Limited recorded a revenue of approximately HK$49.7 million for the year of 2014. Winston Group currently has over thirty retail shops in the PRC and two in Hong Kong. In view of the growth of retail sales of jewellery and watches in recent years, the management of Winston Group intends to expand the jewellery business and the Company intended to apply approximately HK$20 million for the purchase of jewellery as inventory for the development of the trading, wholesale and retail of jewellery products which may have a synergetic effect with the current trading, wholesale and retail of watches.

The Company is of the view that the risks of the trading, wholesale and retail of watch and jewellery products business in Hong Kong and the PRC are hinged upon the performance of the retail market of watch products in Hong Kong and the PRC.

According to the Reports on Monthly Survey of Retail Sales (the “ Retail Reports ”) released by the Census and Statistics Department of Hong Kong on 2 February 2015 and 4 February 2014 respectively, the dollar value of retail sales of jewellery, watches and clocks, and valuable gifts has increased from approximately HK$89.4 billion in 2011 to approximately HK$102.1 billion in 2014, representing a cumulative annual growth rate (“ CAGR ”) of approximately 4.5%. This reflects a general growth trend in the retail sales of those luxury products. Also, according to the statistics released by the National Bureau of Statistics of the PRC, (i) the gross domestic product of the PRC has raised from approximately RMB47,957 billion in 2011 to approximately RMB63,646 billion in 2014, which gives rise to a CAGR of approximately 9.89%; and (ii) the total retail sales of consumer goods has been increased from approximately RMB18,122.6 billion in 2011 to approximately RMB26,239.4 billion in 2014, which gives rise a CAGR of approximately 13.13%. This reflects the growth in income of consumers in the PRC and demonstrates that the retail market in the PRC is following an upsurge trend. Based on the aforesaid statistics, the management of the Company is of the view that the outlook of the retail market in the PRC and Hong Kong is positive.

It is the intention of the Group to retain the existing management team of Winston Group to oversee the operation and management of Winston Group after the acquisition. In addition, as announced by the Company in its announcement dated 7 May 2015, the consideration for the acquisition of Winston Group is subject to downward adjustment depending on the performance of Winston Group for the year ending 31 December 2015. As such, the Directors consider that the risk and return of this new business is further protected in this regard.

(b) Film and advertising production, provision of public relations services, holding and sponsoring stage performance, concerts and cultural events

The Company announced the Potential Acquisition A in its announcement dated 13 March 2015. As disclosed in such announcement, the target company (together with its subsidiaries, “ Target Group ”), upon completion of a restructuring, will be principally engaged in film and advertising production, provision of public relations services, holding and sponsoring stage performance, concerts and other cultural events. If such acquisition is materialized, it will enable the Group to complement its existing film production business to similar advertising production business, as well as provision of public relations services in relation to, among others, promotion of films through various events. The Board considers that it would enable the Company to strengthen its current film production ability and cost control and its market position in the film industry, and such close alliance between the Group and the Target Group may have synergetic effect. According to the preliminary negotiation with the potential seller of the Target Group, the Board estimates that the consideration for such acquisition shall not be less than HK$60 million (subject to further negotiation and agreement).

The Company is of the view that the business of the film, advertising and public relation services is subject to economic and financial fluctuations, which results in changes of discretionary spending by consumers in relation to the box office of the film.

(c) Frames for eyeglasses and other optical products

According to the Company’s announcement dated 7 May 2015, the Company entered into the business of retail sale of optical products in Hong Kong through its investment in the chain shop with established and renowned brand name “茂昌眼鏡 Hong Kong Optical”. The Board considers that such acquisition would enable the Group to take advantage of the growth in retail of optical products and diversify the revenue sources of the Group.

In addition, the Company also announced the Potential Acquisition B in its announcement dated 20 April 2015, which relates to the potential acquisition of certain interest in a group of companies which are principally engaged in the production of frames for eyeglasses and other optical products. The management of the Company is of the view that if such potential acquisition is materialized, there will be a synergy effect on the aforesaid wholesale and retail of optical product businesses as the Group can source the optical products from the aforesaid optical products manufacturer and maintains a stable supplier for its retails network in Hong Kong. According to the preliminary negotiation with the potential seller, the Board estimates that the consideration of the Potential Acquisition B would be not less than HK$60 million (subject to further negotiation and agreement).

The management of the Company is of the view that the performance of the business of production of frames for eyeglasses and other optical products is subject to (i) fluctuations in prices, or any unavailability, of the raw materials that are used in the products which may materially and adversely affect the business, results of operations or financial condition; and (ii) decreases in discretionary spending by retail customers of eyeglasses and optical products.

According to the Retail Reports, the dollar value of retail sales by optical shops has increased continuously from approximately HK$2,470 million in 2011 to approximately HK$3,421 million in 2014, representing a CAGR of approximately 11.5%. This reflects a robust growth of the retail sales of optical products in recent years. As such, the management of the Company is of the view that the outlook of the eyeglass and other optical products industry in Hong Kong is positive.

(d) Loan facilities to a non-wholly-owned subsidiary

As disclosed in the announcement of the Company dated 6 November 2014, a joint venture agreement was entered into between Gold Summit International Limited, a wholly-owned subsidiary of the Company, and Round Table Family Group Limited in relation to the formation of a joint venture company, namely Round Table Performance Entertainment Limited (“ Round Table ”) (where the Group held 70% equity interest). Pursuant to the aforesaid joint venture agreement, the Group may in its absolute discretion deem fit, provide a loan of up to an aggregate amount of HK$46,670,000 to Round Table. In order to further develop the business of Round Table, the management of the Company intends to apply part of the net proceeds from the Rights Issue, i.e. not more than HK$43.4 million, as loan to Round Table.

Round Table is principally engaged in holding and sponsoring stage performance, concerts and other cultural events, as well as developing the entertainment business in Hong Kong and the PRC.

(e) Money lending business

As stated in the interim report of the Group for the six-month ended 31 December 2014, the unaudited loans receivable from customers amounts to approximately HK$68.9 million bearing interest rates ranging from 9% to 12% per annum as at 31 December 2014. The Group seeks to maintain tight control over its loans receivable in order to minimise credit risk by reviewing the borrowers’ or guarantors’ financial positions, and accordingly, no loans receivable were impaired or overdue as at 31 December 2014. In view of (i) the stable interest income generated from the money lending business; and (ii) the growing demand for loan facilities by the existing customers, the Company intends to apply an aggregate of HK$85 million for further development of the money lending business.

The risks involved in the money lending business include (i) insufficient funds to finance the operations or expansion plans; (ii) inadequate collateral or guarantees securing the loan to cover the loan receivables; and (iii) inability to effectively manage default risk of the loans and/or failure to maintain a low impaired loan ratio, which may have a material adverse impact on the business, results of operations and financial condition.

For the businesses (b), (d) and (e) as referred to above, they are existing businesses of the Group, and Company has acquired competent management experience in such businesses. For the businesses (a) and (c) as referred to above, the Company shall retain the senior management and employees for such new businesses upon completion of the relevant acquisitions.

The Board also considers that the Placing and the Rights Issue represents a good opportunity to broaden the shareholders’ base and the capital base of the Company. As such, the Directors (other than the independent non-executive Directors whose view will be formed after considering the opinion of the Independent Financial Adviser regarding the Rights Issue) consider that the terms of the Rights Issue are fair and reasonable and the Placing and Rights Issue are in the interests of the Company and the Shareholders as a whole.

The Board has also considered other alternatives for fund raising options for the Group, such as bank borrowing. However, taking into consideration that (i) bank borrowings or debt financing would result in additional interest burden to the Group; and (ii) the Rights Issue offers all the Shareholders equal opportunity to subscribe for their pro-rata provisional allotment of the Rights Shares and participate in the growth opportunity of the Company, the Board considers that the Rights Issue is conducted in the best interest of the Company.

ADJUSTMENTS IN RELATION TO THE OUTSTANDING OPTIONS AND UNLISTED WARRANTS

Adjustments to the number of Shares falling to be issued upon the exercise of the subscription rights attached to the Outstanding Options and the related exercise price are required under the relevant rules of the share option scheme of the Company, the provision of Rule 17.03(13) of the Listing Rules and the supplementary guidance set out by the Stock Exchange on 5 September 2005 upon the issue of the Rights Shares.

Adjustments to the subscription price per Warrant Share under the Unlisted Warrants are also required under terms and conditions of the Unlisted Warrants as a result of each of the Placing and the Rights Issue.

Set out below is the adjustment in relation to the Outstanding Options and the Unlisted Warrants based on the closing price of the Shares on the Last Trading Day and the minimum number of Rights Shares to be issued.

Based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day, taking into account the adjustment effects of the Placing and the Rights Issue, (i) the exercise price of the Outstanding Options granted on 27 June 2012 will be adjusted from HK$0.67 per Option Share to approximately HK$0.34 per Option Share; and (ii) the exercise price of the Outstanding Options granted on 21 July 2014 will be adjusted from HK$1.738 per Option Share to approximately HK$0.87 per Option Share. The total number of Option Shares fall to be allotted and issued after the adjustment of subscription price will be 37,618,944 Shares, representing approximately 2.54% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Rights Shares.

Based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day, the adjusted subscription price of the Unlisted Warrants will decrease from HK$2.5 per Warrant Share to approximately HK$1.25 per Warrant Share (subject to adjustment according to the number of Rights Shares allotted and issued), taking into account the adjustment effects of the Placing and the Rights Issue. The number of Warrant Shares fall to be allotted and issued after the adjustment of subscription price will be 68,172,757 Shares, representing approximately 4.60% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Rights Shares, and will remain below 20% of the Company’s issued share capital upon at all time and comply with requirements under Rule 15.02 of the Listing Rules. As the number of Warrant Shares to be allotted and issued after the adjustment of Subscription price will exceed the number of Shares authorized to be allotted and issued under the general mandate obtained on 29 November 2012, the Company will seek a specific mandate to issue the Warrants Shares at the SGM.

Reference is also made to the announcement of the Company dated 7 May 2015 relating to the proposed acquisition of further equity interests in Winston Asia Limited. As stated in such announcement, the consideration for such acquisition will be settled by the issue of the Consideration Convertible Notes by the Company. Such Consideration Convertible Notes confer the holders thereof the rights to convert the principal amount of the Consideration Convertible Notes into shares of the Company at an initial conversion price of HK$0.75 per conversion share.

As completion of such acquisition has not yet taken place, the Consideration Convertible Notes have not yet been issued as at the date of this announcement. However, it is a term in the sale and purchase agreement relating to such acquisition that the said initial conversion price of HK$0.75 per conversion share shall be subject to adjustment in the event that there are any adjustment events taking place between the date of the relevant sale and purchase agreement and the completion date of the acquisition. As each of the Placing and the Rights Issue is an adjustment event to the initial conversion price of HK$0.75 per conversion share, the conversion price will be adjusted before the final issue of the Consideration Convertible Notes.

Adjustments in relation to the Outstanding Options, the Unlisted Warrants and the conversion price relating to the Consideration Convertible Notes will be verified by the auditor/independent financial adviser of the Company. The Company will notify the Option Holders and the holders of the Unlisted Warrants the required adjustment(s) as soon as practicable and further announcement will be made by the Company in this regard as and when appropriate.

EXPECTED TIMETABLE

The expected timetable for the Rights Issue and the change in board lot size is set out below:

2015 Despatch of circular with notice of SGM and related proxy form. . . . . . . . . . . . . . . . . . . . . Monday, 22 June Latest time for lodging transfer of shares in order to qualify for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 8 July Latest time for lodging forms of proxy for the SGM (not less than 48 hours) . . . . . . . . . . . . . 12:00 noon on Saturday, 11 July Closure of register of members of the Company to determine the qualification for attendance and voting at the SGM (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 9 July to Monday, 13 July Record date for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 13 July SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 13 July Announcement of poll result of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 13 July Last day of dealings in Shares on cum-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 15 July First day of dealings in Shares on ex-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 16 July Latest time for lodging transfers of Shares in order to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 17 July Register of members close (both dates inclusive) in Hong Kong and Bermuda to determine the entitlements to the Rights Issue . . . . . . . . . . . . . . . . . . . . . . .Monday, 20 July to Thursday, 23 July Record Date for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 23 July Last day for trading of the Shares with old board lot size in the original counter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 23 July Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 July Effective date and time of change in board lot size from 5,000 Shares to 15,000 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 July Designated broker starts to stand in the market to provide matching services for sale and purchase of odd lots of Shares. . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 July Despatch of Prospectus Documents to the Qualifying Shareholders . . . . . . . . . . . . . . . . . . . . . Friday, 24 July

First day of dealing in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 28 July Latest time for splitting of nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 30 July Latest time for dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 4 August Latest time for Acceptance and payment for the Rights Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 7 August Latest Time for Termination by the Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 12 August Announcement of the results of the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 August Despatch of share certificates for fully-paid Rights Shares and refund cheques (where appropriate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 14 August Designated broker ceases to stand in the market to provide matching services for sale and purchase of odd lots of Shares . . . . . . . . . . . . .Friday, 14 August Expected first day of dealings in fully-paid Rights Shares on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 17 August

CHANGE IN BOARD LOT SIZE AND ODD LOT MATCHING

The Board announces that the board lot size for trading in the Shares of HK$0.01 each in the share capital of the Company on the Stock Exchange will be changed from 5,000 Shares to 15,000 Shares with effect from 9:00 a.m. on Friday, 24 July 2015.

The Shares are currently traded in board lots of 5,000 Shares each and the market value of each board lot was HK$4,000 (based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day). In order to increase the value of each board lot of the Shares so that the value of each board lot of the Shares will not be less than HK$2,000, as well as to reduce transaction and registration costs incurred by the Shareholders and investors of the Company, the Board proposes to change the board lot size for trading of the Shares from 5,000 to 15,000 with effect from 9:00 a.m. on Friday, 24 July 2015. Upon the change in board lot size becoming effective, the Shares will be traded in board lot of 15,000 Shares and the estimated market value per board lot of the Shares will be HK$12,000 (based on the closing price of HK$0.8 per Share as quoted on the Stock Exchange on the Last Trading Day).

Based on the theoretical ex-rights price of HK$0.4013 per Share, the value of each board lot of 15,000 Shares would be HK$6,019.5. The Rights Shares will be traded in the board lot of 15,000 Shares.

The change in board lot size will not result in any change in the relative rights of the Shareholders. The Directors consider that the change in board lot size is in the interest of the Company and the Shareholders as a whole.

To alleviate the difficulties in trading odd lots of the Shares arising from the change in board lot size of the Shares, the Company has appointed Jun Yang Securities as an agent to provide matching services to the Shareholders who wish to top up or sell their holdings of odd lots of the Shares during the period from 9:00 a.m. on Friday, 24 July 2015 to 4:00 p.m. on Friday, 14 August 2015 (both dates inclusive). Holders of the Shares in odd lots represented by the existing share certificates for the Shares who wish to take advantage of this facility either to dispose of their odd lots of the Shares or to top up their odd lots to a full new board lot may directly or through their broker contact Mr. Kwok Ka Yiu of Jun Yang Securities at Unit 2103, 21/F, Tower 1, Lippo Centre, 89 Queensway, Admiralty Hong Kong (telephone: (852) 2530 4088 and facsimile: (852) 2530 4054) during such period. Holders of the Shares in odd lots should note that successful matching of the sale and purchase of odd lots of the Shares is not guaranteed. The Shareholders are recommended to consult their professional advisers if they are in doubt about the above facility.

LISTING RULES IMPLICATIONS

The Company has established the Independent Board Committee, which comprises all independent nonexecutive Directors in compliance with the Listing Rules, to advise the Independent Shareholders as to whether the terms of the Placing Agreement and the Rights Issue are fair and reasonable and in the interests of the Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Adviser. For disclosure purpose only, Mr. Lam Wing Tai, one of the independent non-executive Directors, is also an independent non-executive director of Jun Yang Solar Power Investment Limited, the holding company of Jun Yang Securities.

In this connection, the Company has appointed Donvex Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

GENERAL

The SGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Rights Issue and for the Shareholders to consider and, if thought fit, approve the Placing. The circular including, among other things, further details (i) of the Rights Issue and the Placing; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Placing and the Rights Issue; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Placing and the Rights Issue; and (iv) the notice convening the SGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

Subject to the approval of the Rights Issue by the Independent Shareholders at the SGM and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Prospectus Posting Date. Subject to the advice of the Company’s legal advisers in the relevant jurisdictions and to the extent reasonably practicable, the Prospectus (without the PAL and EAF) will be despatched to the Non-Qualifying Shareholders for information only.

DEFINITIONS

In this announcement, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein.

“Application Forms” collectively, the EAF(s) and the PAL(s) “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Business Day(s)” any day (excluding a Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no.8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“CCASS”


“CCASS”	the Central Clearing and Settlement System established and operated by
	HKSCC
“China Everbright Securities”	China Everbright Securities (HK) Limited, a licensed corporation to carry
	on type 1 (dealing in securities), type 4 (advising on securities), type 6
	(advising on corporate finance), type 9 (asset management) regulated
	activities under the SFO), being one of the placing agent to the Placing
“close associate(s)”	has the meaning ascribed to it under the Listing Rules
“Committed Shares”	the aggregate of 71,826,340 Rights Shares as agreed to be taken up by
	Globalcrest and Ever Robust pursuant to the Shareholders Undertaking
“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 thereto under the Listing Rules
“Consideration Convertible	the zero coupon convertible notes of aggregate principal amount of HK$64
Notes”	million to be issued by the Company to the vendors of Winston Asia
	Limited upon completion of the acquisition as contemplated under the
	relevant sale and purchase agreement, details of which are set out in the
	announcement of the Company dated 7 May 2015
“Director(s)”	the director(s) of the Company
“EAF(s)”	the form(s) of application for excess Rights Shares
“Ever Robust”	Ever Robust Holdings Limited, which holds 17,000,000 Shares as at the
	date of the Underwriting Agreement
“Globalcrest”	Globalcrest Enterprises Limited, which holds 18,913,170 Shares as at the
	date of the Underwriting Agreement
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China
“Independent Board Committee”	a committee of the Board comprising all the independent non-executive
	Directors established to advise the Independent Shareholders on the
	Placing and the Rights Issue

“Independent Financial Adviser” Donvex Capital Limited, a corporation licensed to carry on type 6 (advising on corporate finance) regulated activity under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Placing and the Rights Issue

“Independent Shareholders” Shareholder(s) who are not Directors or any of their respective associates “Independent Third Party(ies)” person(s) independent of the Company and connected persons of the Company “Last Trading Day” 26 May 2015, being the date of this announcement “Latest Time for Acceptance” 4:00 p.m., on Friday, 7 August 2015 or such other time as may be agreed between the Company and the Underwriter, being the latest time for the application for Rights Shares (including excess Rights Shares) and if there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong on such day (i) at any time before 12:00 noon and no longer in force after 12:00 noon, the Latest Time for Acceptance will be extended to 5:00 p.m. on the same Business Day; and (ii) at any time between 12:00 noon and 4:00 p.m., the Latest Time for Acceptance will be extended to the next business day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

“Latest Time for Termination” 4:00 p.m., on the third Business Day after the Latest Time for Acceptance or such later time or date as may be agreed between the Company and the Underwriter “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Main Board” Main Board of the Stock Exchange (excludes the option market) operated by the Stock Exchange “Non-Qualifying Shareholder(s)” the Overseas Shareholder(s) whom the Board, after making enquiries regarding the legal restrictions under the laws of the relevant places and the requirements of the relevant overseas regulatory bodies or stock exchanges, consider it necessary or expedient to exclude them from the Rights Issue “Option Holder(s)” holder(s) of the Outstanding Options “Option Holders’ Undertaking” the irrevocable undertakings to be signed and delivered to the Company by all the Option Holders as one of the conditions precedent to the obligations of the Underwriter to underwrite the Underwritten Shares pursuant to the Underwriting Agreement “Option Shares” the shares of the Company which may fall to be allotted and issued upon the exercise of the subscription rights attached to the Outstanding Options

“Outstanding Options”


“Outstanding Options”	an aggregate of 16,800,170 share options granted by the Company
	under the share options schemes adopted by the Company on
	26 November 2003 and 2 December 2013
“Overseas Shareholder(s)”	the Shareholder(s) with registered address(es) (as shown in the register of
	members of the Company on the Record Date) are outside of Hong Kong
“PAL(s)”	provisional allotment letter(s) for the Rights Issue
“Placee(s)”	any individual(s), corporate, institutional investor(s) or other investor(s) 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 to the Placee(s), on a best effort basis, on the terms and
	subject to the conditions set out in the Placing Agreement
“Placing Agents”	collectively, China Everbright Securities and Jun Yang Securities, and each
	a “Placing Agent”
“Placing Agreement”	the conditional placing agreement entered into between the Company and
	the Placing Agents dated 26 May 2015 in relation to the Placing under the
	Specific Mandate
“Placing Price”	HK$0.3411 per Placing Share
“Placing Shares”	a maximum of 586,350,000 new Shares proposed to be placed pursuant to
	the Placing Agreement and each a “Placing Share”
“Prospectus”	the prospectus containing details of the Rights Issue to be despatched to
	the Qualifying Shareholders and for information only, the Non-Qualifying
	Shareholders (if any)
“Prospectus Documents”	the Prospectus, the PAL(s) and the EAF(s)
“Prospectus Posting Date”	Friday, 24 July 2015 or such later date as may be agreed between
	the Underwriter and the Company for the despatch of the Prospectus
	Documents to the Qualifying Shareholders
“Qualifying Shareholders”	Shareholders, other than the Non-Qualifying Shareholders, whose names
	appear on the register of members of the Company on the Record Date
“Record Date”	Thursday, 23 July 2015, or such other date as may be agreed between the
	Company and the Underwriter for determining entitlements to the Rights
	Issue
“Registrar”	Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road
	East, Hong Kong, the Hong Kong branch share registrar and transfer office
	of the Company in Hong Kong

“Rights Issue” the proposed issue by way of rights issue to the Qualifying Shareholders on the basis of two (2) Rights Shares for every one (1) Share in issue held on the Record Date at the Subscription Price on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents
“Rights Shares” not less than 596,760,614 new Shares and not more than 665,160,614 new Shares to be allotted and issued pursuant to the Rights Issue
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“SGM” the special general meeting of the Company to be convened and held to consider and approve, among other matters (if any), the Placing and the Rights Issue
“Share(s)” ordinary share(s) of HK$0.01 each in share capital of the Company “Shareholder(s)” the holder(s) of the issued Shares “Shareholders’ Undertaking” the irrevocable undertaking in relation to the acceptance of Committed Shares by Globalcrest and Ever Robust in favour of the Company and the Underwriter
‘Specific Mandate” the specific mandate to be granted by the Shareholders to the Board at the SGM for the allotment and issue of up to a maximum of 586,350,000 Placing Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” HK$0.202 per Rights Share
“substantial shareholder(s)” has the meaning as ascribed thereto under the Listing Rules “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “Underwriter” or “Jun Yang Jun Yang Securities Company Limited, a licensed corporation to carry on Securities ” type 1 (dealing in securities) regulated activity under the SFO, being one of the Placing Agents to the Placing and the underwriter to the Rights Issue

“Underwriting Agreement”

the underwriting agreement dated 26 May 2015 and entered into between the Company and the Underwriter in relation to the Rights Issue

“Underwritten Shares”
the Rights Shares (other than the Committed Shares), being not less than 524,934,274 Rights Shares and not more than 593,334,274 Rights Shares to be underwritten by the Underwriter pursuant to the Underwriting Agreement
“Unlisted Warrants”
unlisted warrants issued by the Company entitling the holders thereof to subscribe up to an aggregate amount of HK$85,500,000 for a maximum of 34,200,000 new shares of the Company at prevailing subscription price of HK$2.50, subject to adjustments, details of which are set out in the announcement of the Company dated 16 September 2013
“Unlisted Warrant Holder(s)”
holder(s) of the Unlisted Warrants
“Warrant Shares”
the shares of the Company which may fall to be allotted and issued upon the exercise of the subscription rights attached to the Unlisted Warrants
“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

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

Hong Kong, 26 May 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_2015-05-26_1b267b0c-02bc-4cec-9be2-2df36db29fab.pdf

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

(1) PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE; (2) RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE IN ISSUE HELD ON THE RECORD DATE; AND

(3) CHANGE IN BOARD LOT SIZE

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

THE PLACING

The Placing and the Rights Issue are not inter-conditional upon each other.

THE RIGHTS ISSUE

Underwriting Agreement

CHANGE IN BOARD LOT SIZE

LISTING RULES IMPLICATIONS

GENERAL

(1) PLACING OF NEW SHARES UNDER THE SPECIFIC MANDATE

The Placing Agreement

Placees

Placing Shares

Placing Price

Placing commission

Ranking of Placing Shares

Conditions of the Placing

Completion of the Placing

Mandate to issue the Placing Shares

Termination

Application for listing

WARNING

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

(2) RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE IN ISSUE HELD ON THE RECORD DATE

THE RIGHTS ISSUE

Issue statistics

Basis of provisional allotment

Qualifying Shareholders

Rights of the Non-Qualifying Shareholders

Subscription Price

Status of the Rights Shares

Share certificates and refund cheques for the Rights Issue

Application for excess Rights Shares

Application for the Rights Shares

Application for listing

Qualifying Shareholders who do not take up the Rights Shares to which they are provisionally allotted should note that their shareholdings in the Company will be diluted.

Closure of register of members

The Underwriting Agreement

Irrevocable undertakings given by Globalcrest, Ever Robust and the Option Holders

(1) Shareholders’ Undertaking:

(2) Option Holders’ Undertaking:

Termination of the Underwriting Agreement

Conditions of the Rights Issue

WARNING OF THE RISK OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

(a) Assuming (i) no exercise of the subscription rights attached to the Unlisted Warrants on or before the Record Date and (ii) there is no Non-Qualifying Shareholder

(b) Assuming that (i) the subscription rights attached to the Unlisted Warrants were exercised in full and Warrant Shares are issued pursuant thereto on or before the Record Date and (ii) there is no Non-Qualifying Shareholder

Notes:

REASONS FOR THE PLACING AND RIGHTS ISSUE AND USE OF PROCEEDS

(a) Trading, wholesale and retail of watch and jewellery products

(b) Film and advertising production, provision of public relations services, holding and sponsoring stage performance, concerts and cultural events

(c) Frames for eyeglasses and other optical products

(d) Loan facilities to a non-wholly-owned subsidiary

(e) Money lending business

ADJUSTMENTS IN RELATION TO THE OUTSTANDING OPTIONS AND UNLISTED WARRANTS

EXPECTED TIMETABLE

CHANGE IN BOARD LOT SIZE AND ODD LOT MATCHING

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

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