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

MAJOR TRANSACTION – THE ACQUISITION OF WINSTON ASIA LIMITED AND CONSIDERATION ISSUE

Reference is made to the announcement of the Company dated 20 April 2015 in which the Company announced that the Purchaser (a wholly-owned subsidiary of the Company) and 3 potential sellers had entered into the MOU to form the basis of negotiation of the proposed acquisition of all or part of the direct or indirect interests of the 3 potential sellers in the Target.

The Board is pleased to announce that after trading hours on 7 May 2015, the Purchaser, the Vendors and the Guarantors entered into the SP Agreement pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell, the Sale Shares (which shall represent approximately 79.99% of the enlarged share capital of the Target immediately prior to Completion) at the Consideration of HK$64,000,000 (subject to adjustment). The Consideration shall be satisfied by the issue of the Convertible Notes in the aggregate principal amount of up to HK$64,000,000 (subject to adjustments) by the Company to the Vendors at Completion according to their respective shareholding ratio in the Target immediately before Completion. A summary of the principal terms of the Convertible Notes is set out in the paragraph headed “The SP Agreement – the Convertible Notes” below.

As at the date of this announcement, the Purchaser owns approximately 22.13% of the issued share capital of the Target, a company incorporated in BVI with limited liability. The Target owns approximately 90.39% of the issued share capital of Universe Watch, a company incorporated in Hong Kong with limited liability and owns 100% equity interests of various companies as operating companies of the Target Group. Therefore, the Purchaser indirectly owns approximately 20.01% of Universe Watch.

The Target shall undergo the Restructuring (one of the Conditions) immediately after the signing of the SP Agreement, in which the Target shall acquire from one of the shareholders of Universe Watch, its approximately 9.61% interest in Universe Watch, to the intent that immediately after completion of the aforesaid acquisition, the entire issued share capital of Universe Watch shall be owned by the Target. In return, shares in the Target will be allotted and issued to the vendor under the Restructuring.

Upon completion of the Restructuring and immediately prior to Completion, (i) the Purchaser will own approximately 20.01% of the enlarged share capital of the Target and the Vendors will own the remaining, i.e. approximately 79.99%, of the enlarged share capital of the Target; and (ii) the Target will own 100% of the issued share capital of Universe Watch. The Vendors will sell the Sale Shares, which shall represent approximately 79.99% of the enlarged share capital of the Target immediately prior to Completion, to the Purchaser.

for identification purposes only

The Target Group is principally engaged in business activities including trading of watches, trademark holding, and wholesales and retail of watches in Hong Kong and PRC. Further details about the Target and its subsidiaries are set out in the paragraph headed “Information of the Target Group” below.

The Group acquired 22.13% interest in the Target pursuant to a sale and purchase agreement as announced by the Company on 17 November 2014 and has diversified its business into investment in trading, wholesales and retail of watch products in Hong Kong and PRC since then. According to the Target Audited Accounts (where the financial information of Universe Watch was consolidated), it recorded a turnover of HK$49,746,197 and profit of HK$8,175,169 which include a non-recurrent income of approximately HK$12.98 million from the waiver of amount due to a shareholder.

Upon Completion, the Target will become a wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the Group.

It is the Company’s policy to further diversify its business and broaden the income sources of the Group. The Board believes that given the Target Group has well-established business in trading, wholesales and retail of watch products in Hong Kong and PRC, the Acquisition will enable the Company to further diversify its current business and broaden the income sources of the Enlarged Group.

LISTING RULES IMPLICATIONS

As certain of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 25% and all applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company and is subject to the notification, publication and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The creation and issue of the Convertible Notes and the allotment and issue of the Conversion Shares under the SP Agreement is subject to the specific mandate to be sought from the Shareholders at the SGM.

As no Shareholder has any material interest in the Acquisition, none of the Shareholders is required to abstain from voting at the SGM in respect of the resolution(s) to approve the Acquisition and the grant of the specific mandate.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange.

GENERAL

A circular containing, among other things, (i) details of the Acquisition; (ii) the financial information of the Target Group; (iii) the financial information of the Group; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) the notice of the SGM; and (vi) other information as required to be disclosed under the Listing Rules is expected to be despatched to the Shareholders on or before 30 June 2015, as additional time is required to prepare the aforesaid information to be included in the circular.

Shareholders and potential investors of the Company should note that Completion is subject to the satisfaction or waiver of various Conditions as stated in the section headed “Conditions Precedent”. The Acquisition may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

INTRODUCTION

THE SP AGREEMENT

Date

7 May 2015

Parties

(1) the Purchaser, Fragrant River Entertainment Culture (Holdings) Limited, a company incorporated in BVI and a wholly-owned subsidiary of the Company as at the date of this announcement; and
(2) the Vendors:
(i) Victor Meg Limited;
(ii) Ng Tang; and
(iii) Most Profitable Investment Ltd.
(3) the Guarantors
(i) Ng Tang, being one of the shareholders of Victor Meg Limited; and
(ii) Lo Lai Kuen, being one of the shareholders of Victor Meg Limited and the sole shareholder of Most Profitable Investment Ltd.

As at the date of this announcement, (i) Victor Meg Limited, an investment holding company, and Ng Tang respectively own approximately 72.33% and approximately 5.54% of the issued share capital of the Target, and indirectly owns approximately 65.38% and approximately 5.00% of the issued share capital of Universe Watch; and (ii) Most Profitable Investment Ltd. owns approximately 9.61% of the issued share capital of Universe Watch.

Upon completion of the Restructuring and immediately prior to Completion, the Target is the holding company of Universe Watch. Universe Watch is the holding company of a group of companies which are principally engaged in business activities including trading of watches, trademark holding, wholesales and retail of watches in Hong Kong and PRC. Further details about the Target and its subsidiaries are set out in the paragraph headed “Information of the Target Group” below.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendors and (where applicable) its ultimate beneficial owners are Independent Third Parties.

Assets to be acquired

Pursuant to the SP Agreement, the Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell their respective portions of the Sale Shares, which shall, in aggregate, represent approximately 79.99% of the enlarged share capital of the Target immediately prior to Completion.

Upon completion of the Restructuring, the Target will be holding 100% interest of Universe Watch which is the holding company of a group of companies which are principally engaged in business activities including trading of watches, trademark holding, wholesales and retail of watches in Hong Kong and PRC.

Upon Completion, the Target will become a wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the Group.

Consideration and Payment Terms

The Consideration for the acquisition of the Sale Shares is HK$64,000,000, subject to the adjustment described in the section headed “Adjustment to the Consideration” below.

The Consideration shall be satisfied by the issue of the Convertible Notes in the aggregate principal amount of up to HK$64,000,000 (subject to adjustments) by the Company to the Vendors at Completion according to their respective shareholding ratio in the Target immediately before Completion.

The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendors principally taking into account, among other things, (i) the historical financial performance of the Target Group; (ii) the mechanism to adjust the Consideration as detailed below; (iii) the average price to earnings ratio of other listed companies which are principally engaged in the trading of watches in Hong Kong and PRC of approximately 18 times; (iv) the payment terms of the Consideration; and (v) the opportunity for the Group to further diversify its current business and broaden the income sources of the Group.

Adjustment to the Consideration

In the event that the 2015 Net Profit (being the audited consolidated profit after tax of the Target Group attributable to the owners of the Target for the year ending 31 December 2015 (“ FY 2015 ”)) is less than the target profit for FY 2015 of HK$10,000,000, the Vendors and the Guarantors shall collectively pay the Purchaser in cash a sum equal to the Adjustment Amount (as defined below) without any set off, withholding or deduction within 10 Business Days upon the receipt of the Adjustment Accounts (being the audited consolidated financial statements of the Target for FY 2015).

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

A = (B-C) x 8

Where:

“A” means the Adjustment Amount payable by the Vendors to the Purchaser provided that the Adjustment Amount shall in any event be capped at such amount as is equal to the difference between (i) HK$64,000,000 and (ii) the lower of (aa) the audited consolidated net asset value of the Target as at 31 December 2014 as shown in the Target Audited Accounts (being HK$23,461,765); or (bb) where the net asset value of the Group as shown in the Completion Accounts (“ Completion NAV ”) is less than the audited consolidated net asset value of the Target as at 31 December 2014 as shown in the Target Audited Accounts, the Completion NAV;
“B” means HK$10,000,000;
“C” means the 2015 Net Profit. In case the 2015 Net Profit is a negative figure, “C” shall be deemed to be zero;

If the 2015 Net Profit is equal to or exceeds HK$10,000,000, the Consideration shall be fixed at HK$64,000,000. In no event shall the Consideration be subject to any upward adjustment.

The Convertible Notes

The principal terms of the Convertible Notes are summarized as follows:

Aggregate maximum principal HK$64,000,000 amount:

Maturity date: The date falling on the second anniversary of the date of first issue of the Convertible Notes or, if that is not a Business Day, the first Business Day thereafter (the “ Maturity Date ”)

Interest: The principal amount of the Convertible Notes does not bear interest. However, if any amount due under the Convertible Notes is not paid in full when due, interest shall accrue on the overdue sum at the rate of 5% per annum (beginning on the due date) until such amount has been paid in full.

Conversion Period: The period commencing from the date of first issue of the Convertible Notes and up to 4:00 p.m. on the Maturity Date (the “ Conversion Period ”)

Conversion Price: HK$0.75 per Conversion Share (subject to adjustments as set out and in accordance with the terms and conditions of the Convertible Notes and the SP Agreement). It is a term in the SP Agreement that the initial Conversion Price shall be subject to adjustment, accordingly, the Conversion Price as at the date of issue of the Convertible Notes may be subject to further change.

Adjustment event:

The initial Conversion Price shall from time to time be subject to adjustment upon occurrence of certain events, including but not limited to the followings after the date of SP Agreement:

(i) consolidation or subdivision or reclassification of Shares;
(ii) capitalisation of profits or reserves;
(iii) capital distribution; and
(iv) other subsequent issue of securities of the Company at a price which is less than 80% of the then prevailing market price;

Conversion:

Subject to, and in compliance with, the provisions of the conditions in the Convertible Notes, a Noteholder shall have the right to convert its Convertible Notes into Conversion Shares at any time during the Conversion Period, in amounts not less than a whole multiple of HK$1,000,000 on such conversion, save that if at any time the outstanding principal amount of the Convertible Note held by a Noteholder is less than HK$1,000,000, or if a Noteholder intends to exercise the conversion rights attached to the entire principal amount of the Convertible Note held by it, the Noteholder may convert the whole of such outstanding principal amount.

No conversion right may be exercised to the extent that following and as a result of such exercise, the public float of the Company as prescribed under the Listing Rules cannot be maintained.

Ranking of Conversion Shares:

The Conversion Shares, when allotted and issued, will rank pari passu in all respects with all Shares then in issue on the date of registration of the converting Noteholder in the register of members of the Company as holder of such Conversion Shares.

Transferability:

The Convertible Notes or any amount outstanding thereunder may be assigned or transferred to any person at any time prior to the Maturity Date provided that (i) any such transfer shall be in whole multiples of HK$1,000,000 (or such amount as may represent the entire principal amount thereof); and (ii) any transfer of the Convertible Notes to any connected person of the Company shall be subject to the requirements (if any) that the Stock Exchange may impose from time to time.

Listing:

No application has been or will be made for the listing of the Convertible Notes on the Stock Exchange or any other stock exchange.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange.

The Conversion Price

The Conversion Price was determined as HK$0.75 per Conversion Share (subject to adjustment), which represents:

(i) a premium of approximately 7.14% over the closing price of HK$0.7 per Share as quoted on the Stock Exchange on the date of the SP Agreement;
(ii) a discount of approximately 5.06% to the average of the closing prices of the Share as quoted in the daily quotations sheets of the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day of approximately HK$0.79 per Share;
(iii) a discount of approximately 3.72% to the average of the closing prices of the Share as quoted in the daily quotations sheets of the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day of approximately HK$0.779 per Share; and
(iv) a discount of approximately 47.18% to the unaudited net asset value attributable to equity holders of the Company of approximately HK$1.42 per Share as at 31 December 2014 (based on the unaudited net assets attributable to the Company’s equity holders of approximately HK$351.96 million as at 31 December 2014 and 248,650,307 Shares then in issue as set out in the interim report of the Company for the 6 months ended 31 December 2014 after the capital reorganisation announced on 3 February 2015 and took effect on 16 March 2015).

The Conversion Price was determined after arm’s length negotiations between the parties to the SP Agreement with reference to the prevailing market price of the Shares and the above-mentioned net asset value per Share attributable to the Shareholders.

Conditions Precedent

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

(1) the Stock Exchange having granted or having agreed to grant the listing of, and permission to deal in, the Conversion Shares;
(2) (where applicable) the compliance with the applicable requirements under the Listing Rules for the sale and purchase of the Sale Shares as contemplated under the SP Agreement having been fulfilled by the Company;
(3) the passing of resolution(s) by the Shareholders (to the extent they are entitled to vote on such resolution) at the SGM approving the transactions as contemplated under the SP Agreement and the grant of the specific mandate for the creation and issue of the Convertible Notes and the allotment and issue of the Conversion Shares by the Company;
(4) (if applicable) all necessary consents and approvals in relation to the transactions contemplated under the SP Agreement having been obtained by the Vendors and such consents and approvals should be valid up to the Completion Date;
(5) (if applicable) all necessary consents and approvals in relation to the transactions contemplated under the SP Agreement having been obtained by the Purchaser and such consents and approvals should be valid up to the Completion Date;

(6) the Purchaser being reasonably satisfied with the results of the due diligence exercise (whether legal, accounting, financial, operational or other aspects that the Purchaser may consider necessary) on the business assets, liability, activities, operations, prospects and other status of each of the companies within the Target Group which the Purchaser, its agents or professional advisers think reasonably necessary and appropriate to conduct;
(7) the completion of the Restructuring having taken place;
(8) the Purchaser being satisfied, from the date of the SP Agreement and at any time before the Completion, that the Vendors’ warranties as given by each of the Vendors and the Guarantors in the SP Agreement remain true, accurate and not misleading and that no events have occurred that would result in any breach of any of the Vendors’ warranties or other provisions of the SP Agreement given by the Vendors and the Guarantors; and
(9) there being no material adverse change in the Group’s business, operations, financial conditions or prospects taken as a whole since the date of the SP Agreement.

The Purchaser may waive the Conditions (6), (8) and (9) at any time before the Long Stop Date by notice in writing to the Vendors. None of the other Conditions are capable of being waived by any party to the SP Agreement.

If the Conditions shall not have been fulfilled (or waived by the Purchaser as stated above) by 5:00 p.m. on the Long Stop Date, all rights and obligations of the parties to the SP Agreement shall cease and terminate, save and except certain provisions relating to confidentiality, costs and expenses and certain miscellaneous matters which provisions shall remain in full force and effect, and no party to the SP Agreement shall have any claim against the other save for claim (if any) in respect of any antecedent breach thereof.

Completion

Subject to the fulfilment or waiver (as the case may be) of all the Conditions set out above, Completion shall take place on the Completion Date (i.e. the fifth Business Day after all the Conditions have been fulfilled or waived).

Upon Completion, the Target will become a wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the Enlarged Group.

INFORMATION OF THE TARGET GROUP

As at the date of this announcement, the Purchaser owns approximately 22.13% of the issued share capital of the Target, a company incorporated in BVI with limited liability. The Target owns approximately 90.39% of the issued share capital of Universe Watch, a company incorporated in Hong Kong with limited liability, who owns 100% of the various companies as operating companies of the Target Group. Therefore, the Purchaser indirectly owns approximately 20.01% of Universe Watch.

Upon completion of the Restructuring and immediately prior to Completion, (i) the Purchaser would own approximately 20.01% of the enlarged share capital of the Target and the Vendors would own the remaining, i.e. approximately 79.99%, of the enlarged share capital of the Target; and (ii) the Target would own 100% of the issued share capital of Universe Watch. The Vendors will sell the Sale Shares, which shall represent approximately 79.99% of the enlarged share capital of the Target immediately prior to Completion, to the Purchaser.

Upon completion of the Restructuring and immediately prior to Completion, the Target is the holding company of Universe Watch. Universe Watch is the holding company of a group of companies which are principally engaged in business activities including the trading of watches, trademark holding, wholesales and retail of watches in Hong Kong and PRC.

Set out below is the shareholding structure of the Target as at the date of this announcement:

==> picture [496 x 234] intentionally omitted <==

----- Start of picture text -----

Vendor – Vendor – Most
Purchaser Vendor – Ng Tang
Victor Meg Limited Profitable Investment Ltd
22.13% 72.33% 5.54%
Target
90.39% 9.61%
Universe Watch
----- End of picture text -----

Set out below is the shareholding structure of the Target upon completion of the Restructuring and immediately prior to Completion:

Purchaser		Vendor – Victor Meg Limited		Vendor – Ng Tang		Vendor – Most Proftable Investment Ltd
20.01% 65.38% 100.00% 9.61% 5.00% Target Universe Watch

Set out below is the group structure of the Target Group upon Completion:

==> picture [101 x 274] intentionally omitted <==

----- Start of picture text -----

Purchaser
100.00%
Target
100.00%
Universe Watch
100.00%
Subsidiaries of
Universe Watch
----- End of picture text -----

Key financial information of the Target Group

Set out below is the summary of the key financial information extracted from the audited consolidated financial statements of the Target for the year ended 31 December 2013 and 31 December 2014 respectively:

	For the	For the
	year ended	year ended
	31 December	31 December
	2014	2013
	HK$	HK$
Turnover	49,746,197	60,100,223
Profit/(Loss) before and after taxation	8,254,631*	(3,645,821)

It included a non-recurrent income of approximately HK$12.98 million from the waiver of amount due to a shareholder.

The audited consolidated total asset value and audited consolidated net asset value of the Target as at 31 December 2014 were HK$37,993,894 and HK$23,461,765 respectively.

SHAREHOLDING STRUCTURE AS A RESULT OF THE ACQUISITION AND POSSIBLE CONVERSION OF THE CONVERTIBLE NOTES

Set out below are summary of the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon Completion; and (iii) immediately upon full conversion of the Convertible Notes:

Globalcrest Enterprises Limited (Note 1) Ever Robust Holdings Limited Lam Siu Keung, Alvin (Note 2) Vendors Public Shareholders Total	As at the date of this announcement Number of Shares Approximately % 18,913,170 6.34 17,000,000 5.70 350,885 0.12 – – 262,116,252 87.84 298,380,307 100.00	Immediately upon Completion Number of Shares Approximately % 18,913,170 6.34 17,000,000 5.70 350,885 0.12 – – 262,116,252 87.84 298,380,307 100.00	Immediately upon full conversion of the Convertible Notes Number of Shares Approximately % 18,913,170 4.93 17,000,000 4.43 350,885 0.09 85,333,333 22.24 262,116,252 68.31 383,713,640 100.00

Notes:

The entire issued share capital of Globalcrest Enterprises Limited is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company, are discretionary objects.
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.
The above shareholding table assumes that other than the allotment and issue of the Conversion Shares, there is no other change in the issued share capital of the Company from the date of this announcement up to the full conversion of the Convertible Notes and that the Convertible Notes are converted in full at the initial Conversion Price of HK$0.75 per Conversion Share.

REASONS FOR THE ACQUISITION

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

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

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

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

“Acquisition” the acquisition of the Sale Shares pursuant to the terms and conditions of the SP Agreement “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Business Day” a day (excluding Saturday and any day on which a tropical cyclone warning no.8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business

“BVI” the British Virgin Islands “Company” Universe International Holdings Limited, a company incorporated in Bermuda, the issued shares of which are listed on the Stock Exchange (stock code:1046)
“Completion” the completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the SP Agreement
“Completion Accounts” the unaudited consolidated profit and loss accounts of the Target for period from 1 January 2015 and up to (and inclusive of) the Completion Date and the unaudited consolidated statement of financial position of the Target as at the Completion Date, which shall be prepared in accordance with (i) the Hong Kong Financial Reporting Standards and (ii) the accounting policies applied in the preparation of the underlying financial information for the Target Audited Accounts
“Completion Date” the fifth Business Day after all the Conditions (other than those Conditions which can be fulfilled only at Completion) shall have fulfilled or waived on which the Completion shall take place (or such other date as the Purchaser and the Vendors may agree in writing)
“Condition(s)” the conditions precedent to which Completion is subject as set out in the sub-paragraph headed “The SP Agreement – Conditions Precedent”
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Consideration” the consideration for the purchase of the Sale Shares under the SP Agreement, the maximum amount being HK$64,000,000 (subject to adjustments)
“Convertible Notes” convertible notes with the aggregate principal amount of up to HK$64 million (subject to adjustment) to be issued by the Company to the Vendors at Completion to settle the Consideration
“Conversion Price” the conversion price of HK$0.75 per Conversion Share (subject to adjustment as set out and in accordance with the terms and conditions of the Convertible Notes and the SP Agreement)
“Conversion Shares” a maximum of 85,333,333 new Shares (subject to adjustments) to be issued and allotted by the Company upon conversion of the Convertible Notes at the Conversion Price based on the aggregate principal amount of up to HK$64 million
“Directors”
the directors of the Company
“Enlarged Group”

the Group immediately upon Completion

“Group”	the Company and its subsidiaries
“Guarantors”	Ng Tang and Lo Lai Kuen
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	third party(ies) who is independent of and not connected with the
Party(ies)”	Company and its connected persons
“Last Trading Day”	6 May 2015, being the last trading day of the Shares on the Stock
	Exchange immediately before the signing of the SP Agreement
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date”	31 October 2015 (or such later date as the Purchaser and the Vendors may
	agree in writing)
“MOU”	the memorandum of understanding dated 20 April 2015 entered into
	among the 3 potential sellers and the Purchaser in relation to the potential
	acquisition of all or part of the issued share capital of the Target, details of
	which were disclosed in the announcement of the Company dated 20 April
	2015
“Noteholder(s)”	the holder(s) of the Convertible Notes
“PRC”	the People’s Republic of China (excluding, for the purposes of this
	announcement, Hong Kong, Macau and Taiwan)
“Purchaser”	Fragrant River Entertainment Culture (Holdings) Limited, a company
	incorporated in BVI with limited liability and a wholly-owned subsidiary
	of the Company
“Restructuring”	the restructuring of the shareholding of the Target and the Target Group
“SGM”	a special general meeting of the Company to be convened and held to
	consider and, if though fit, approve the SP Agreement and the transactions
	contemplated thereunder including the grant of specific mandate to issue
	the Conversion Shares
“Sale Shares”	2,655 issued shares of the Target, which shall represent approximately
	79.99% of the enlarged share capital of the Target immediately after the
	Restructuring and as at Completion
“Shareholders”	the shareholders of the Company
“SP Agreement”	the agreement dated 7 May 2015 entered into between the Purchaser, the
	Vendors and the Guarantors in relation to the Acquisition

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Target”

Winston Asia Limited, a company incorporated in BVI with limited liability

“Target Audited Accounts”

the audited consolidated financial statements of the Target for the year ended 31 December 2014

“Target Group”

the Target and its subsidiaries

“Universe Watch”
Universe Watch & Jewellery Group Company Limited, a company incorporated in Hong Kong with limited liability

“Vendor”

Victor Meg Limited, a company incorporated in BVI with limited liability; Ng Tang; and Most Profitable Investment Ltd., a company incorporated in BVI with limited liability

“%”

per cent.

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

Hong Kong, 7 May 2015

As at the date of this announcement, the Directors are as follows:

Executive Directors:

Mr. Lam Shiu Ming, Daneil Mr. Hung Cho Sing Mr. Yeung Kim Piu

Mr. Lam Kit Sun

Non-executive Director:

Mr. Chan Shiu Kwong Stephen

Independent non-executive Directors:

Mr. Lam Wing Tai Mr. Choi Wing Koon Mr. Lam Chi Keung

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Sinopec Engineering Group Co Ltd. M&A Activity 2015

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

MAJOR TRANSACTION – THE ACQUISITION OF WINSTON ASIA LIMITED AND CONSIDERATION ISSUE

LISTING RULES IMPLICATIONS

GENERAL

INTRODUCTION

THE SP AGREEMENT

Date

Parties

Assets to be acquired

Consideration and Payment Terms

Adjustment to the Consideration

Where:

The Convertible Notes

The Conversion Price

Conditions Precedent

Completion

INFORMATION OF THE TARGET GROUP

Key financial information of the Target Group

SHAREHOLDING STRUCTURE AS A RESULT OF THE ACQUISITION AND POSSIBLE CONVERSION OF THE CONVERTIBLE NOTES

REASONS FOR THE ACQUISITION

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

AI assistant

Sinopec Engineering Group Co Ltd. — M&A Activity 2015

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

MAJOR TRANSACTION – THE ACQUISITION OF WINSTON ASIA LIMITED AND CONSIDERATION ISSUE

LISTING RULES IMPLICATIONS

GENERAL

INTRODUCTION

THE SP AGREEMENT

Date

Parties

Assets to be acquired

Consideration and Payment Terms

Adjustment to the Consideration

Where:

The Convertible Notes

The Conversion Price

Conditions Precedent

Completion

INFORMATION OF THE TARGET GROUP

Key financial information of the Target Group

SHAREHOLDING STRUCTURE AS A RESULT OF THE ACQUISITION AND POSSIBLE CONVERSION OF THE CONVERTIBLE NOTES

REASONS FOR THE ACQUISITION

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

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Sinopec Engineering Group Co Ltd. M&A Activity 2015