Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2016

Oct 5, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED 寰宇國際金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

(I) RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE; AND (II) ADJUSTMENTS TO THE SHARE OPTIONS

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Monday, 26 September 2016, being the Latest Time for Acceptance of, and the payment for, the Rights Shares and the latest time for the application and payment for the excess Rights Shares, a total of 66 valid applications and acceptances had been received, which comprised:

• (a) a total of 43 valid acceptances under the PALs of a total of 177,512,894 Rights Shares, representing approximately 49.93% of the total number of 355,548,184 Rights Shares available for subscription under the Rights Issue; and

• (b) a total of 23 valid applications for excess Rights Shares under the EAFs of a total of 191,725,978 Rights Shares, representing approximately 53.92% of the total number of 355,548,184 Rights Shares available for subscription under the Rights Issue.

In aggregate, the 369,238,872 Rights Shares validly accepted and applied for under the PALs and the EAFs represented approximately 103.85% of the total number of 355,548,184 Rights Shares available for subscription under the Rights Issue. Accordingly, the Rights Issue was over-subscribed by 13,690,688 Rights Shares, representing approximately 3.85% of the total number of 355,548,184 Rights Shares available under the Rights Issue.

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THE UNDERWRITING AGREEMENT

As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter prior to the Latest Time for Termination, the Rights Issue and the Underwriting Agreement became unconditional at 4:00 p.m. on Thursday, 29 September 2016.

Given the Rights Issue was over-subscribed, the underwriting obligation of the Underwriter under the Underwriting Agreement has ceased.

EXCESS RIGHTS SHARES

The Board has resolved to allot and issue a total of 178,035,290 Rights Shares to Qualifying Shareholders who have submitted excess applications, representing approximately 50.07% of the total number of 355,548,184 Rights Shares, on a pro rata basis by reference to the number of excess Rights Shares applied for under each application. No preference was given to topping up odd lots to whole board lots.

DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES

Share certificates for the Rights Shares and refund cheques for unsuccessful application monies are expected to be despatched to those entitled thereto by ordinary post at their own risk on Thursday, 6 October 2016.

COMMENCEMENT OF DEALINGS IN THE RIGHTS SHARES

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Friday, 7 October 2016.

ADJUSTMENTS TO THE SHARE OPTIONS

As a result of the Rights Issue, adjustments to the number of Shares falling to be issued upon the exercise of the subscription rights attached to the Share Options and the related exercise price have been made under the relevant rules of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidelines regarding the adjustments to share options issued by the Stock Exchange on 5 September 2005. Donvex Capital Limited, the independent financial adviser appointed by the Company, has certified in writing that the adjustments in relation to the Share Options are in compliance with the rules and terms of the Share Option Scheme, the requirements as set out in Chapter 17 of the Listing Rules and the aforementioned supplementary guidelines.

Reference is made to the prospectus of Universe International Financial Holdings Limited dated 9 September 2016 (the “ Prospectus ”) in relation to the Rights Issue. All capitalised terms used herein shall, unless otherwise defined, have the same meanings as those defined in the Prospectus.

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RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Monday, 26 September 2016, being the Latest Time for Acceptance of, and the payment for, the Rights Shares and the latest time for the application and payment for the excess Rights Shares, a total of 66 valid applications and acceptances had been received, which comprised:

• (a) a total of 43 valid acceptances under the PALs of a total of 177,512,894 Rights Shares, representing approximately 49.93% of the total number of 355,548,184 Rights Shares available for subscription under the Rights Issue; and

• (b) a total of 23 valid applications for excess Rights Shares under the EAFs of a total of 191,725,978 Rights Shares, representing approximately 53.92% of the total number of 355,548,184 Rights Shares available for subscription under the Rights Issue.

In aggregate, the 369,238,872 Rights Shares validly accepted and applied for under the PALs and the EAFs represented approximately 103.85% of the total number of 355,548,184 Rights Shares available for subscription under the Rights Issue. Accordingly, the Rights Issue was oversubscribed by 13,690,688 Rights Shares, representing approximately 3.85% of the total number of 355,548,184 Rights Shares available under the Rights Issue.

THE UNDERWRITING AGREEMENT

As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter prior to the Latest Time for Termination, the Rights Issue and the Underwriting Agreement became unconditional at 4:00 p.m. on Thursday, 29 September 2016.

Given the Rights Issue was over-subscribed, the underwriting obligation of the Underwriter under the Underwriting Agreement has ceased.

EXCESS RIGHTS SHARES

The Board has resolved to allot and issue a total of 178,035,290 Rights Shares to Qualifying Shareholders who have submitted excess applications, representing approximately 50.07% of the total number of 355,548,184 Rights Shares, on a pro rata basis by reference to the number of excess Rights Shares applied for under each application. No preference was given to topping up odd lots to whole board lots.

DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES

Share certificates for the Rights Shares and refund cheques for unsuccessful application monies are expected to be despatched to those entitled thereto by ordinary post at their own risk on Thursday, 6 October 2016.

COMMENCEMENT OF DEALINGS IN THE RIGHTS SHARES

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Friday, 7 October 2016.

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EFFECT OF THE RIGHTS ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge and information, the following is a table showing the changes in the shareholding structure of the Company immediately before and after completion of the Rights Issue:

Yeung Wing Yee (Note 1) Unique Prosperity Limited (Note 2) Globalcrest Enterprises Limited (Note 3) Public Shareholders Total	Immediately before completion of the Rights Issue No. of Shares Approximate % 20,847,000 11.73 20,000,000 11.25 5,673,951 3.19 131,253,141 73.83 177,774,092 100.00	Immediately after completion of the Rights Issue No. of Shares Approximate % 20,847,000 3.91 150,000,000 28.13 17,021,853 3.19 345,453,423 64.77 533,322,276 100.00	Immediately after completion of the Rights Issue No. of Shares Approximate % 20,847,000 3.91 150,000,000 28.13 17,021,853 3.19 345,453,423 64.77 533,322,276 100.00
			100.00

Notes:

1. According to the Disclosure of Interests Notice filed on 29 July 2016, Yeung Wing Yee is the beneficial owner of 20,847,000 Shares.

2. According to the Disclosure of Interests Notice filed on 28 September 2016, Unique Prosperity Limited is interested in (within the meaning of the SFO) 150,000,000 Shares, representing approximately 28.13% of the issued share capital of the Company as at the date of this announcement and thus is a Substantial Shareholder. According to the aforesaid Disclosure of Interests Notice, Unique Prosperity Limited is owned as to 95% by Ms. Leung Yuet Kwan Belinda and 5% by Mr. Ng Yau Sing.

3. These Shares are held by Globalcrest Enterprises Limited, which is wholly owned by Central Core Resources Limited. Central Core Resources Limited is the trustee of a discretionary trust founded by Mr. Lam Shiu Ming, Daneil, an executive Director and the chairman of the Board. As such, Mr. Lam Shiu Ming Daneil is deemed to be interested in all the Shares held by Globalcrest Enterprises Limited. Certain immediate family members of Mr. Lam Shiu Ming, Daneil are discretionary objects of the aforesaid discretionary trust.

4. 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.

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ADJUSTMENTS TO THE SHARE OPTIONS

Adjustments to the number of Shares falling to be issued upon the exercise of the subscription rights attached to the Share Options and the related exercise price are required under the relevant rules of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidelines regarding the adjustments to share options issued by the Stock Exchange on 5 September 2005 (the “ Supplementary Guidelines ”) upon the issue of the Rights Shares. The adjustments are as follows:

		Immediately	before	Immediately after	Immediately after
		Completion of		Completion of
		the Rights	Issue	the Rights Issue
				Adjusted
		Number of		number of
		Shares to be		Shares to be
		issued upon		issued upon
		full exercise	Exercise	full exercise	Adjusted
	Exercise period of	of the Share	price per	of the Share	exercise price
Date of grant	the Share Options	Options	Share	Options	per Share
			(HK$)		(HK$)
30 September 2015	30 September 2015 to	2,072,088	1.69	2,351,799	1.489
	29 September 2017
4 March 2016	4 March 2016 to	9,779,300	0.92	11,093,657	0.811
	3 March 2018

Such adjustment will become effective on the date of allotment and issue of the Rights Shares. Donvex Capital Limited, the independent financial adviser appointed by the Company, has certified in writing that the above adjustments in relation to the Share Options are in compliance with the rules and terms of the Share Option Scheme, the requirements as set out in Chapter 17 of the Listing Rules and the Supplementary Guidelines. Save for the above adjustments, all the other terms and conditions of the Share Options remain unchanged. The Company will also notify the holders of the Share Options of such adjustments.

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

Hong Kong, 5 October 2016

As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Ms. Cheng Hei Yu 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.

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