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

Jul 15, 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.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

DISCLOSEABLE TRANSACTION: ACQUISITION OF IE CHINA SHARES

THE ACQUISITION

The Board wishes to announce that on 15 July 2016, the Company acquired, during the pre-opening session, an aggregate of 240 million IE China Shares on the open market for an aggregate consideration of HK$25.2 million (excluding stamp duty and related expenses) at a price of HK$0.105 per IE China Share.

Prior to the Acquisition, the Group held an aggregate of 63,000,000 IE China Shares. Upon settlement of the Acquisition, the Group will hold an aggregate of 303 million IE China Shares. All IE China Shares are held by the Group as long-term investment.

IMPLICATIONS UNDER THE LISTING RULES

The Acquisition constituted a discloseable transaction under Chapter 14 of the Listing Rules while the Previous Acquisition did not amount to any notifiable transaction under the Listing Rules. The Acquisition, when aggregated with the Previous Acquisition, still constituted a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is accordingly subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

THE ACQUISITION

On 15 July 2016, the Company acquired during the pre-opening session, an aggregate of 240 million IE China Shares on the open market for an aggregate consideration of HK$25.2 million (excluding stamp duty and related expenses) at a price of HK$0.105 per IE China Share.

As the 240 million IE China Shares acquired by the Group under the Acquisition were acquired in the open market, the Company is not aware of the identities of the seller(s) of such IE China Shares and to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the seller(s) of such IE China Shares and their ultimate beneficial owners are Independent Third Parties.

• for identification purposes only

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Assets acquired

Immediately before the Acquisition, the Company held an aggregate of 63,000,000 IE China Shares, representing approximately 1.28% of the total issued share capital of IE China as at the date of this announcement. Such IE China Shares were acquired by the Group on 4 July 2016 on the open market at an aggregate consideration of HK$6,952,017.

The 240 million Shares acquired by the Group under the Acquisition represent approximately 4.87% of the total issued share capital of IE China as at the date of this announcement.

Immediately upon settlement of the Acquisition, the Group will hold an aggregate of 303 million IE China Shares, representing approximately 6.15% of the total issued share capital of IE China as at the date of this announcement.

Consideration

The aggregate consideration of the Acquisition was HK$25.2 million (excluding stamp duty and related expenses), representing a price of HK$0.105 per IE China Share and such price was determined with reference to the closing price of the IE China Shares of HK$0.114 on 14 July 2016 at a discount.

The aggregate consideration of the Acquisition is financed by the Group’s internal resources.

Completion

Settlement of the Acquisition will take place on the second trading day after the orders regarding the Acquisition have been made.

INFORMATION OF IE CHINA GROUP

IE China is a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the issued shares of which are listed on GEM (Stock Code: 8081). IE China is an investment holding company. IE China Group is principally engaged in (i) mobile internet cultural business and provision of IT services; (ii) provision of integral marketing services; (iii) provision of medical diagnostic and health check services; (iv) provision of hospitality and related services in Australia; (v) money lending business; and (vi) assets investments business.

Set out below is a summary of certain audited consolidated financial information of IE China Group for the two years ended 31 December 2015 as extracted from the 2015 annual report of IE China:

	For the	For the
	year ended	year ended
	31 December	31 December
	2015	2014
	(Unit:	(Unit:
	HK$’000)	HK$’000)
Net profit/(loss) (before taxation)	55,311	(27,940)
Net profit/(loss) (after taxation)	54,888	(26,435)

The audited consolidated total asset value and net asset value of IE China Group as at 31 December 2015 were approximately HK$1,292,294,000 and HK$854,004,000 respectively.

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REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in securities brokerage and margin financing, money lending, properties and securities investment, film distribution and exhibition, licensing and sublicensing of film rights, trade, wholesale and retail of optical products, watch and jewellery products.

Having considered the optimistic financial performance and business development of IE China, the Directors consider that IE China has ample growth potential and that the Acquisition is a good opportunity for the Group to acquire additional stake in IE China Group for long term investment at a reasonable price.

Given that each of the Acquisition and the Previous Acquisition was made in the open market of the Stock Exchange, the Directors (including the independent non-executive Directors) consider that all the IE China Shares acquired were acquired at the then prevailing market prices and terms of the Acquisition and the Previous Acquisition are on normal commercial terms and are fair and reasonable and the Acquisition and the Previous Acquisition are in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

The Acquisition constituted a discloseable transaction under Chapter 14 of the Listing Rules while the Previous Acquisition did not amount to any notifiable transaction under the Listing Rules. The Acquisition, when aggregated with the Previous Acquisition, still constituted a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is accordingly subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

“Acquisition”	the acquisition of 240 million IE China Shares by the Company on the
	open market for an aggregate consideration of HK$25.2 million (excluding
	stamp duty and related expenses) during the pre-opening session on 15
	July 2016
“Board”	the board of Directors
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability, whose shares are listed on the Stock
	Exchange (Stock code: 1046)
“connected person(s)”	has the meaning ascribed thereto under the Listing Rules
“Director(s)”	the director(s) of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange
“Group”	the Company and its subsidiaries

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“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “IE China” Interactive Entertainment China Cultural Technology Investments Limited 互娛中國文化科技投資有限公司, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on GEM (Stock Code: 8081) “IE China Group” IE China and its subsidiaries “IE China Share(s)” share(s) of HK$0.01 each in the share capital of IE China “Independent Third third parties independent of the Company and its connected persons Parties” “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Previous Acquisition” the acquisition of 63,000,000 IE China Shares by the Group on the open market prior to the date of this announcement “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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

Hong Kong, 15 July 2016

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

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