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

Jul 12, 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.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

I. PROPOSED RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) EXISTING SHARE HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.60 PER RIGHTS SHARE; AND II. APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

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

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Underwriter of the Rights Issue

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PROPOSED RIGHTS ISSUE

The Company proposes to raise not less than approximately HK$213.3 million and not more than approximately HK$221.8 million, before expenses, by issuing not less than 355,548,184 Rights Shares and not more than 369,594,576 Rights Shares at the Subscription Price of HK$0.60 per Rights Share on the basis of two (2) Rights Shares for every one (1) existing Share held by the Qualifying Shareholders on the Record Date.

Assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Record Date, the 355,548,184 Rights Shares proposed to be allotted and issued pursuant to the Rights Issue represent: (i) 200.0% of the existing issued share capital of the Company; and (ii) approximately 66.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares immediately after completion of the Rights Issue.

• for identification purposes only

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The Rights Issue is only available to the Qualifying Shareholders and will not be extended to the Excluded Shareholders. To qualify for the Rights Issue, all transfers of the Shares (accompanied by the relevant share certificates) must be lodged for registration with the Registrar by 4:30 p.m. on Thursday, 25 August 2016.

The register of members of the Company will be closed from Friday, 26 August 2016 to Thursday, 1 September 2016, both dates inclusive, to determine the eligibility of the Rights Issue.

The Record Date is Thursday, 1 September 2016. The last day of dealings in the Shares on cum-rights basis is on Tuesday, 23 August 2016. The Shares will be dealt in on ex-rights basis from Wednesday, 24 August 2016. To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company at the close of business on the Record Date and must not be an Excluded Shareholder.

The Rights Issue is subject to, amongst other conditions precedent, the approval by the Independent Shareholders at the SGM. To determine the identity of the Shareholders who can attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 16 August 2016 to Monday, 22 August 2016, both dates inclusive.

UNDERWRITING AGREEMENT

The Board is pleased to announce that on 12 July 2016 (after trading hours), the Company entered into the Underwriting Agreement with the Underwriter in relation to the underwriting and the relevant arrangements in respect of the Rights Issue. The Rights Issue will be fully underwritten by the Underwriter, subject to the terms and conditions of the Underwriting Agreement. As one of the conditions precedent to the obligations of the Underwriters to underwrite the Underwritten Shares under the Underwriting Agreement, the Company shall obtain the Option Holders’ Undertakings in relation to the non-exercise of the subscription rights attached to the Undertaken Share Options before the date of despatch of the Circular. Details of the Underwriting Agreement are set out in the section headed “UNDERWRITING AGREEMENT” below in this announcement. If the Underwriting Agreement is terminated by the Underwriter on or before the Latest Time for Termination or does not become unconditional, the Rights Issue will not proceed.

LISTING RULES IMPLICATIONS

Since the Rights Issue will increase the issued share capital of the Company by more than 50%, in accordance with Rule 7.19(6) of the Listing Rules, the Rights Issue must be made conditional on, amongst other things, the approval by the Independent Shareholders by way of poll at the SGM and any Controlling Shareholders and their respective associates or, where there are no Controlling Shareholders, the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution relating to the Rights Issue.

As at the date of this announcement, (i) there are no Controlling Shareholders; (ii) Globalcrest holds 5,673,951 Shares, representing approximately 3.19% of the issued share capital of the Company, and Globalcrest is wholly owned 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 the chairman of the Board, are discretionary objects; and (iii) save as aforesaid, none of the Directors and the chief executive of the Company and their respective associates hold any Shares. Save for Globalcrest and its respective associates, no other Shareholder will be required to abstain from voting in favour of the resolution to approve the Rights Issue at the SGM.

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GENERAL

As the Rights Issue will increase the issued share capital of the Company by more than 50%, the Rights Issue is subject to, among other things, the approval by the Independent Shareholders at the SGM. The Independent Board Committee, comprising Mr. Lam Wing Tai, Mr. Lam Chi Keung and Mr. Choi Wing Koon, all being the independent non-executive Directors, has been formed to make recommendations to the Independent Shareholders in respect of the Rights Issue. Donvex Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Rights Issue.

The SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Rights Issue. The Circular containing, among other things, (i) further details of the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Rights Issue; and (iv) a notice of the SGM, will be despatched to the Shareholders on or before Friday, 5 August 2016.

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

Shareholders and potential investors should note that the Rights Issue is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof.

Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.

Shareholders should note that the Shares will be dealt in on an ex-rights basis commencing from Wednesday, 24 August 2016 and that dealings in the Rights Shares in the nil-paid form will take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled.

Any Shareholder or other person dealing in the nil-paid Rights Shares up to the date on which all conditions to which the Rights Issue is subject are fulfilled (which is expected to be no later than 4:00 p.m. on Thursday, 22 September 2016), will accordingly bear the risk that the Rights Issue cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing any Shares and/or nil-paid Rights Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser.

POSSIBLE ADJUSTMENT TO THE SHARE OPTIONS

As a result of the Rights Issue, adjustments are required to be made to the exercise price and number of the Share Options under the terms and conditions of the Share Option Scheme. The Company will make further announcements on the appropriate adjustments and the date they are expected to take effect in due course.

II. APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Donvex Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Rights Issue.

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I. PROPOSED RIGHTS ISSUE

The Company proposes to raise not less than approximately HK$213.3 million and not more than approximately HK$221.8 million, before expenses, by way of the Rights Issue and details of such are set out as follows:

Issue statistics

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

• Subscription Price: HK$0.60 per Rights Share

Number of Shares in issue 177,774,092 Shares as at the date of this announcement:

• Share Options as at the date of this announcement:

• The Share Options granted by the Company under the Share Option Scheme entitle the holders thereof to subscribe for an aggregate of 13,951,897 new Shares (subject to adjustment). As a condition precedent to the Rights Issue, the Company will procure the core connected persons of the Company, holding in aggregate Share Options entitling them to subscribe for up to an aggregate of 6,928,701 Shares, to undertake to the Company and the Underwriter that they will not exercise any of their Share Options on or before the Record Date. Accordingly, the maximum number of Shares falling to be allotted and issued by the Company upon exercise of the Share Options (other than the Undertaken Share Options in full on or before the Record Date shall be 7,023,196 Shares.

Number of Rights Shares:

Not less than 355,548,184 Rights Shares (assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Record Date) and not more than 369,594,576 Rights Shares (assuming all the remaining Share Options, other than the Undertaken Share Options, being exercised in full and the Shares are issued pursuant thereto on or before the Record Date). The Rights Issue is fully underwritten by the Underwriter.

• Number of enlarged Shares in Not less than 533,322,276 Shares and not more than 554,391,864 Shares issue upon completion of the Rights Issue:

Save for the Share Options as disclosed above, the Company has no other derivatives, outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares as at the date of this announcement.

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Assuming 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 355,548,184 Rights Shares proposed to be allotted and issued pursuant to the Rights Issue represent (i) 200.00% of the existing issued share capital of the Company; and (ii) approximately 66.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares immediately after completion of the Rights Issue.

Assuming all the remaining Share Options (other than the Undertaken Share Options) being exercised in full and Shares have been issued pursuant thereto on or before the Record Date, the 369,594,576 Rights Shares proposed to be allotted and issued represents (i) approximately 207.90% of the existing issued share capital of the Company; and (ii) approximately 66.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares immediately after completion of the Rights Issue.

Subscription Price

The Subscription Price is HK$0.60 per Rights Share, payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of Rights Shares and, where applicable, application for excess Rights Shares under the Rights Issue, or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

• (a) a discount of 25.00% to the closing price of HK$0.800 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (b) a discount of approximately 24.24% to the average closing price of HK$0.792 per Share as quoted on the Stock Exchange for the last 5 consecutive trading days immediately prior to the Last Trading Day;

• (c) a discount of approximately 25.19% to the average closing price of HK$0.802 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days immediately prior to the Last Trading Day; and

• (d) a discount of approximately 10.04% to the theoretical ex-rights price of approximately HK$0.667 based on closing price of HK$0.800 per Share as quoted on the Stock Exchange on the Last Trading Day.

Based on the Subscription Price of HK$0.60, the estimated gross proceeds of the Rights Issue will be approximately HK$213.3 million (assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Record Date). The minimum net proceeds from the Rights Issue to be received by the Company is expected to be approximately HK$204.9 million. Based on the minimum net proceeds of approximately HK$204.9 million, after deducting all relevant expenses relating to the Rights Issue, the net price per Rights Share is approximately HK$0.58.

The Subscription Price was determined after arm’s length negotiations between the Company and the Underwriter with reference to, among others, (i) the prevailing market price of the Shares prior to the Last Trading Day and the theoretical ex-rights price; and (ii) the capital needs of the Group. The Directors (excluding the independent non-executive Directors whose view will be formed after considering the opinion of the Independent Financial Adviser) consider that each Qualifying Shareholder will be provisionally allotted the Rights Shares at the same Subscription Price in proportion to his/her/its shareholdings held on the Record Date and the terms of the Rights Issue, including the Subscription Price which has been set as a

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discount to the recent closing prices of the Shares with an objective of encouraging existing Shareholders to take up their provisional allotments so as to participate in the potential growth of the Company, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Given that (i) the discount of the Subscription Price and the basis of two (2) Rights Shares for every one (1) Share in issue can (a) provide an incentive for the Qualifying Shareholders to subscribe for the Rights Shares; and (b) induce the Underwriter to participate in the underwriting of the Underwritten Shares; and (ii) the Company has funding needs as disclosed in the section headed “REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS” below, the Directors (excluding the independent non-executive Directors whose view will be formed after considering the opinion of the Independent Financial Adviser) are of the view that the current structure of the Rights Issue is fair and reasonable.

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 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 on or before 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 and the Prospectus (without the PAL and EAF), for information only, to the Excluded Shareholders.

To qualify for the Rights Issue, the Shareholders must at the close of business on the Record Date: (i) be registered on the register of members of the Company; and (ii) not be an Excluded Shareholder.

Shareholders whose Shares are held by nominee companies should note that the Board will regard a nominee company as a single Shareholder according to the register of members of the Company. Shareholders with their Shares held by nominee companies are advised to consider whether they would like to arrange for registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

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 the Shares (together with the relevant share certificates) with the Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Thursday, 25 August 2016.

Closure of register of members

The Company’s register of members will be closed from Tuesday, 16 August 2016 to Monday, 22 August 2016, both dates inclusive, to determine the identity of the Shareholders entitled to attend and vote at the SGM.

The Company’s register of members will be closed from Friday, 26 August 2016 to Thursday, 1 September 2016, both dates inclusive, to determine the entitlements to the Rights Issue.

No transfer of Shares will be registered during the above book closure periods.

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Rights of Overseas Shareholders

The Prospectus Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders on the Record Date, if any, may not be eligible to take part in the Rights Issue as explained below.

In compliance with Rule 13.36 of the Listing Rules, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Rights Issue will not be available to such Overseas Shareholders and no provisional allotment of nil-paid Rights Shares will be made to them. Accordingly, the Rights Issue will not be extended to the Excluded Shareholders.

Further information in this connection will be set out in the Prospectus. The Company will despatch the Prospectus (without the PAL and EAF) to the Excluded Shareholders for their information only.

The Company shall provisionally allot the Rights Shares which represent the entitlements of the Excluded 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), which shall be distributed by the Company in Hong Kong dollars to the Excluded Shareholders pro rata provided that rounded down amounts of less than HK$100 shall not be so distributed but shall be retained for the benefit of the Company. Any unsold entitlement of the Excluded Shareholders to the Rights Shares, and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise subscribed for by transferees of the nil-paid Rights Shares, will be made available for excess applications by the Qualifying Shareholders.

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully-paid, will rank pari passu in all respects with the Shares then in issue. Holders of the fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form.

Fractions of the Rights Shares

On the basis of two (2) Rights Shares for every one (1) Share in issue held on the Record Date, no fractional entitlements to the Rights Shares will arise under the Rights Issue.

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Share certificates and refund cheques for the Rights Shares

Subject to the fulfilment of the conditions of the Rights Issue, 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 Thursday, 29 September 2016. If the Rights Issue is terminated, refund cheques in respect of wholly or partially unsuccessful application for excess Rights Shares (if any) will be despatched on or before Thursday, 29 September 2016 by ordinary post at the respective Shareholders’ own risk.

Application for the Rights Shares

The PAL 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 and lodging the same with a remittance for the Rights Shares being taken up with the Registrar by the Latest Time for Acceptance.

Application for excess Rights Shares

Qualifying Shareholders may apply, by way of excess application, for any unsold entitlements of the Excluded Shareholders and any Rights Shares provisionally allotted but not accepted by any Qualifying Shareholders or otherwise subscribed for by transferees of nil-paid Rights Shares.

Application for excess Rights Shares can be made by completing the EAF and lodging the same with a separate remittance for the excess Rights Shares. The Board will allocate the excess Rights Shares to Qualifying Shareholders who have applied for excess application on a pro-rata basis on the excess Rights Shares applied by them, without involving allocation of any fractional Rights Share.

No preference will be given to topping up odd lots to whole board lots. Shareholders who have been offered odd lots of the Rights Shares should note that there is no guarantee that such odd lots of the Rights Shares will be topped up to create whole board lots pursuant to applications for excess Rights Shares. No reference will be made to the Rights Shares comprised in applications by PAL or the existing number of Shares held by the Qualifying Shareholders.

Shares held by nominees

Shareholders with Shares held by a nominee (or which are held in CCASS) should note that the Board will consider the nominee (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Accordingly, such Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to the relevant beneficial owners individually. Beneficial owners with their Shares held by a nominee company are advised to consider whether they would like to arrange for registration of the relevant Shares in the name of the beneficial owners prior to the Record Date.

For the beneficial owners whose Shares are held by their nominee(s) and would like to have their names registered on the register of members of the Company, they must lodge all necessary documents for completion of the relevant registration with the Registrar by 4:30 p.m. on Thursday, 25 August 2016.

Any Rights Shares not taken up by the Qualifying Shareholders and not taken by excess applications will be taken up by the Underwriter pursuant to the terms and conditions of the Underwriting Agreement.

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Application for listing

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

Subject to the granting of the approval for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both nil-paid and fully-paid forms 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbrokers or other professional advisers for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Both nil-paid Rights Shares and fully-paid Rights Shares will be traded in board lots of 5,000.

No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

UNDERWRITING AGREEMENT

Date of the Underwriting 12 July 2016 Agreement: Underwriter: Astrum Capital Number of Rights Shares Not less than 355,548,184 Rights Shares (assuming there is no change to be underwritten by the in the issued share capital of the Company from the date of this Underwriter: announcement up to the Record Date)) and not more than 369,594,576 Rights Shares (assuming all the remaining Share Options, other than the Undertaken Share Options, being exercised in full and Shares have been issued pursuant thereto on or before the Record Date) by the Underwriter. The Rights Issue is fully underwritten.

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 Underwriting Agreement (including the underwriting commission) are fair and reasonable as compared to the market practice.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, the Underwriter and their ultimate beneficial owners are Independent Third Parties and the Underwriter does not hold any Shares.

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Under the Underwriting Agreement, if the conditions of the Rights Issue are fulfilled on or before the Latest Time for Acceptance (or such later time and/or date as the Company and the Underwriter may determine in writing) and the Underwriting Agreement becomes unconditional and is not terminated in accordance with the terms thereof, and in the event that by the Latest Time for Acceptance any of the Rights Shares have not been taken up (“ Untaken Shares ”), the Company shall as soon as practicable thereafter notify or procure the Registrar on behalf of the Company to notify the Underwriter in writing of the number of Rights Shares not taken up. Pursuant to the Underwriting Agreement, when the Underwriter is being called upon to subscribe for or procure subscription for the Untaken Shares:

• (i) the Underwriter shall not subscribe, for its own account, for such number of Untaken Shares which will result in the shareholding of it and parties acting in concert with it in the Company to be 29.9% or more of the then issued share capital of the Company;

• (ii) the Underwriter shall ensure that none of the subscribers of the Untaken Shares will become a Substantial Shareholder 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;

• (iii) the Underwriter shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares (including any direct and indirect subunderwriters) shall be third party independent of, not acting in concert with and not connected with any connected person of the Company and their respective associates and close associates;

• (iv) the Underwriter shall procure the sub-underwriter(s) to procure independent subscribers to take such number of Underwritten Shares as necessary to ensure sufficient public float be maintained upon the allotment and issue of the Rights Shares in compliance with Rule 8.08 of the Listing Rules; and

• (v) 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 obligations pursuant to the Underwriting Agreement, the Underwriter agrees to 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.

Underwriting commission

The Company will pay the Underwriter an underwriting commission of 3.0% of the aggregate Subscription Price in respect of the actual number of the Underwritten Shares. The commission rate was determined after arm’s length negotiation between the Company and the Underwriter by reference to the market rate, the size of the Rights Issue and the current and expected market condition.

Irrevocable undertakings given by the core connected persons of the Company

As at the date of the Underwriting Agreement, the Share Options entitle the holders thereof to subscribe for up to an aggregate of 13,951,897 Shares. It is a condition precedent to the Underwriting Agreement that the holders of the Undertaken Share Options (being the core connected persons of the Company) will irrevocably undertake to the Company and the Underwriter not to exercise the subscription rights attached to the Undertaken Share Options held by them respectively from the date of the Underwriting Agreement up to and including the Record Date.

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Termination of the Underwriting Agreement

The Underwriter may terminate the Underwriting Agreement by notice in writing given to the Company 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.

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Pursuant to the Underwriting Agreement, the Underwriter shall be entitled by notice in writing to the Company served prior to the Latest Time for Termination 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 given by the Company 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 Qualifying Shareholders by 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 on or before the despatch date of the Circular the Option Holders’ Undertakings duly executed by all the core connected persons of the Company who are holding the Undertaken Share Options;

• (7) compliance with and performance of all the undertakings and obligations of the signatory of the Option Holders’ Undertakings; and

• (8) the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms thereof on or before the Latest Time for Termination.

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

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None of the parties to the Underwriting Agreement may waive any of the above conditions precedent other than condition precedent (5) above. The Underwriter may waive condition precedent (5) above in whole or in part by written notice to the Company.

If the above conditions are not satisfied and/or waived in whole or in part by the respective dates set out above (or such other time and/or dates as the Underwriter may agree with the Company in writing), the Underwriting Agreement shall terminate and (save in respect of any provisions relating to, among other matters, fees and expenses, confidentiality, indemnity, notices and governing law and any rights or obligations which may accrue under the Underwriting Agreement prior to such termination) no party will have any claim against any other party for costs, damages, compensation or otherwise, and the Rights Issue will not proceed.

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

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

The Group intends to strengthen its existing businesses and continue identify different investment opportunities in various business sectors with enormous potentials to further diversify its business and broaden the income sources to maximize the return to the Shareholders.

As disclosed in the annual report of the Group for the year ended 30 June 2015 (“ FY2015 ”), films are produced on a project basis and the revenue generated thereunder are not stable, causing the fluctuation of the revenue and income and also the profitability of the Group. The income on film exhibitions and licensing and sub-licensing of films rights decreased from approximately HK$174.4 million for the year ended 30 June 2014 (“ FY2014 ”) to approximately HK$34.2 million for FY2015, representing a decrease of approximately 80.4%. Therefore, it is the intention of the Group to expand its revenue and income stream through further development of securities brokerage and margin financing and money lending business of the Group.

Also, as disclosed in the section headed “REASONS FOR THE CHANGE OF COMPANY NAME” in the announcement of the Company dated 25 May 2016, the Group intends to further develop its securities brokerage margin financing and money lending businesses by leveraging on the expertise of the management in the licensed corporations held by the Group.

Margin financing business

As announced by the Company on 21 August 2015, the Group entered into an agreement to acquire 100% equity interest in Win Fung Securities Limited (“ Win Fung ”), a company licensed under the SFO to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities. The principal activities of Win Fung are provision of brokerage services and securities margin financing to clients. Completion of the aforesaid acquisition took place in November 2015.

For the six months ended 31 December 2015 (“ FP2015 ”), the Group recorded a revenue of approximately HK$0.7 million and the profit of approximately HK$0.5 million from the securities brokerage and margin financing segment as disclosed in the interim report of the Group for FP2015. It accounted for approximately 0.9% of the Group’s consolidated revenue.

13

As disclosed in the Financial Review of the Securities Industry for the year ended 31 December 2015 and the Yearly Financial Review of the Securities Industry in relation to the year of 2006 published by the Securities and Futures Commission, the total number of active margin clients in Hong Kong increased from approximately 80,000 in 2006 to approximately 242,000 in 2015, representing a compound annual growth rate (“ CAGR ”) of approximately 13.1% and the amount receivable from margin clients in Hong Kong increased from approximately HK$20.6 billion in 2006 to approximately HK$145.3 billion in 2015, representing a CAGR of approximately 24.2%. The upward trend of both total number of active margin clients in Hong Kong and amount receivable from margin clients in Hong Kong indicate a continuous growing market for margin financing in Hong Kong. Accordingly, the Company is of the view that the margin financing market in Hong Kong is expected to grow in the future.

Money lending business

The Group started its money lending business in December 2013 and achieved a significant growth in interest income and segment profit. As disclosed in the annual report of the Company for FY2015, the Group recorded an interest income of approximately HK$5.2 million from its money lending business, representing a year-on-year growth of approximately 173.7% compared to the interest income of approximately HK$1.9 million in FY2014. The segment profit of the money lending business increased from approximately HK$1.3 million in FY2014 to approximately HK$2.5 million in FY2015, indicating a year-on-year growth of approximately 92.3%. No borrower has defaulted in repayment that has result in bad debts in respect of the Group’s loan portfolio since FY2014.

It is expected that the money lending market in Hong Kong will continue to grow in the near future. As disclosed in the Monthly Statistical Bulletin published by the Hong Kong Monetary Authority in July 2016, the total loans and advances of all authorized money lending institutions in Hong Kong increased from approximately HK$2,467.8 billion in 2006 to approximately HK$7,534.5 billion in 2015, representing a CAGR of approximately 13.2%. The increasing trend of total loans and advances indicates a rising demand in the money lending market in Hong Kong. Accordingly, the Group intends to continue to expand the money lending business, including potential acquisition of listed and unlisted shares of money lending companies, to effectively utilise the Group’s cash resources and to increase the income sources of the Group.

Debts repayment

As disclosed in the annual report of the Group for FY2015, the Group has an unsecured loan note with principal amounted to HK$9.2 million issued on 8 April 2015 (the “ Coupon Note ”), which bears fixed interest rate at 6.5% per annum due on 8 October 2016. Accordingly, the Directors are of the view that it is reasonable to allocate HK$9.2 million to repay the principal of the Coupon Note or other loans of the Group (if applicable).

In view of the above, the Board considers that the Rights Issue will enable the Group to strengthen its capital base for future expansion of its existing business and enhance its financial position. Furthermore, the Rights Issue will give the Qualifying Shareholders the opportunity to maintain their respective pro-rata shareholding interests in the Company and participate in the growth and development 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 in the interests of the Company and the Shareholders as a whole.

14

The gross proceeds of the Rights Issue will be approximately HK$213.3 million (assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Record Date) before expenses. The estimated minimum net proceeds of the Rights Issue, after deducting all relevant expenses are estimated to be approximately HK$204.9 million. The Company intends to apply the net proceeds from the Rights Issue as follows:

1. approximately HK$150.00 million for expansion of margin financing business;

2. approximately HK45.7 million for expansion of money lending business, including potential acquisition of listed and unlisted shares of money lending companies; and

3. HK$9.2 million for repayment of the principal of the Coupon Note or other loans of the Group (if applicable).

Other fund raising alternatives

The Board has considered other fund raising alternatives before resolving to the Rights Issue, including but not limited to debt financing, placing of new Shares and open offer. Among different fund raising methods, the Directors have focused on evaluating the possibilities of carrying out fund raising through rights issue and open offer as they are relatively larger in scale as compared to placing of new shares under a general mandate. In respect of debt financing, the Board considers that the expected finance costs for such large sum of fund are high and additional borrowings will deteriorate the gearing position of the Group. An open offer is similar to a rights issue but would not provide an additional option to those Qualifying Shareholders who do not wish to take up their allotments to sell their provisionally allotted nil-paid Rights Shares.

Taking into account that (i) the Qualifying Shareholders have the option to subscribe the Rights Shares at their sole discretion; (ii) the Qualifying Shareholders who do not take up their allotments can sell the nil-paid Rights Shares in the market; (iii) the Rights Issue provides an opportunity for the Qualifying Shareholders to increase their interests in the shareholding of the Company by acquiring additional rights entitlement in the open market (subject to the availability) or applying through excess applications for Rights Shares; (iv) the Rights Issue offers the Qualifying Shareholders an equal opportunity to participate in the enlarged capital base of the Company and enables the Qualifying Shareholders to maintain their proportionate interests in the Company and continue to participate in the future development of the Company should they wish to do so; and (v) the Rights Issue will not increase the future finance costs of the Group, the Directors are of the view that raising funds by way of the Rights Issue is a better option over the other alternative fund-raising methods as described above.

In view of the above, the Directors (excluding the independent non-executive Directors who will give their view on the Rights Issue after taking into account the advice of the Independent Financial Adviser) consider that the Rights Issue to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

15

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company before and after the completion of the Rights Issue:

Scenario 1:

Assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Record Date:

Globalcrest Enterprises Limited (Note 1) Public Shareholders Underwriter or subscribers procured by it or its sub-underwriters (Note 2) Total	As at the date of this announcement No. of Shares Approximate % 5,673,951 3.19 172,100,141 96.81 – – 177,774,092 100.00	Immediately after completion of the Rights Issue Assuming all the Rights Shares are subscribed by the Qualifying Shareholders Assuming none of the Rights Shares are subscribed by the Qualifying Shareholders No. of Shares Approximate % No. of Shares Approximate % 17,021,853 3.19 5,673,951 1.06 516,300,423 96.81 172,100,141 32.27 – – 355,548,184 66.67 533,322,276 100.00 533,322,276 100.00
		Assuming all the Rights Shares are subscribed by the Qualifying Shareholders No. of Shares Approximate % 17,021,853 3.19 516,300,423 96.81 – – 533,322,276 100.00

Scenario 2:

Assuming all the remaining Share Options (other than the Undertaken Share Options) being exercised in full and Shares have been issued pursuant thereto on or before the Record Date:

Globalcrest Enterprises Limited (Note 1) Public Shareholders Underwriter or subscribers procured by it or its sub-underwriters (Note 2) Total	As at the date of this announcement No. of Shares Approximate % 5,673,951 3.19 172,100,141 96.81 – – 177,774,092 100.00	Immediately after all the remaining Share Options (other than the Undertaken Share Options) are exercised in full and Shares have been issued pursuant thereto on or before the Record Date No. of Shares Approximate % 5,673,951 3.07 179,123,337 96.93 – – 184,797,288 100.00	Immediately after completion of the Rights Issue Assuming all the Rights Shares are subscribed by the Qualifying Shareholders Assuming none of the Rights Shares are subscribed by the Qualifying Shareholders No. of Shares Approximate % No. of Shares Approximate % 17,021,853 3.07 5,673,951 1.02 537,370,011 96.93 179,123,337 32.31 – – 369,594,576 66.67 554,391,864 100.00 554,391,864 100.00
			Assuming all the Rights Shares are subscribed by the Qualifying Shareholders No. of Shares Approximate % 17,021,853 3.07 537,370,011 96.93 – – 554,391,864 100.00

16

Notes:

1. These 5,673,951 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 5,673,951 Shares held by Globalcrest Enterprises Limited. Certain immediate family members of Mr. Lam Shiu Ming, Daneil are discretionary objects of the aforesaid discretionary trust.

2. Pursuant to the Underwriting Agreement, when the Underwriter is being called upon to subscribe for or procure subscription for the Untaken Shares:

3. (i) the Underwriter shall not subscribe, for its own account, for such number of Untaken Shares which will result in the shareholding of it and parties acting in concert with it in the Company to be 29.9% or more of the then issued share capital of the Company;

4. (ii) the Underwriter shall ensure that none of the subscribers of the Untaken Shares will become a Substantial Shareholder 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;

5. (iii) the Underwriter shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares (including any direct and indirect sub-underwriter), shall be third party independent of, not acting in concert with and not connected with any connected person of the Company and their respective associates and close associates; and

6. (iv) 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 obligations pursuant to the Underwriting Agreement, the Underwriter agrees to 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.

7. 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.

17

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

Save as disclosed below, the Company has not conducted any other fund raising activities in the past 12 months immediately preceding the date of this announcement:

Date of announcement	Fund raising activities	Net proceeds	Intended use of proceeds	Intended use of proceeds	Actual use of proceeds	Actual use of proceeds
23 March 2016 and	Placing of 29,625,000 Shares at the	Approximately HK$22.2	General working capital of		Approximately HK$22.2
13 April 2016	placing price of HK$0.779 per	million		the Group		million was used as
	placing Share under the general					intended
	mandate granted to the Directors at
	the annual general meeting of the
	Company held on 30 November 2015
26 May 2015 and	Rights issue of 596,760,614 new	Approximately HK$114.8	Approximately HK$114.8		Up to the date of this
13 August 2015	Pre-Consolidated Shares at the issue	million		million, of which:		announcement, the Group
	price of HK$0.202 per each such					has applied as intended:
	pre-Consolidated Share on the basis
	of two rights shares for every one
	share in issue held on 13 July 2015,
	being the record date
			(i)	not more than	(i)	approximately
				approximately HK$50.0		HK$50.0 million
				million was intended		for the development
				for the development of		of money lending
				money lending business		business;
			(ii) not more than		(ii) approximately
				approximately HK$43.4		HK$43.4 million for
				million for the existing		the film production in
				business of holding		Hong Kong and PRC;
				and sponsoring stage		and
				performance, concerts
				and other cultural
				events as well as the
				entertainment business
				in Hong Kong and PRC
			(iii) not less than		(iii) approximately
				approximately HK$21.4		HK$12.0 million for
				million for the working		the general working
				capital of the Group		capital of the Group.
					The remaining unutilised
						proceeds of approximately
						HK$9.4 million will be
						utilised as intended.

18

Date of announcement Fund raising activities

Net proceeds

Intended use of proceeds

Actual use of proceeds

26 May 2015, Placing of 586,350,000 new PreApproximately HK$192.5 Approximately HK$192.5 The Group has applied as 28 July 2015, Consolidated Shares at a price of million million, of which: intended: 27 August 2015 and HK$0.3411 per each such Pre5 May 2016 Consolidated Share under specific mandate

(i) approximately HK$20.0 (i) approximately HK$20 million was intended million for the for the development development of its of its existing business existing business in in trading, wholesale trading, wholesale, and retail of watch and and retail of watch and jewellery products, jewellery products; or if the acquisition of 79.99% of the enlarged share capital of Winston Asia Limited is not approved by the Shareholders or does not proceed, for the money lending business of the Group;

(ii) not less than	(ii) Item (II): approximately
approximately	HK$36.75 million to
HK$36.75 million was	acquire 49% of the
intended for the possible	issued share capital
acquisition of a target	of Glory International
company principally	Entertainment Limited
engaged in film and	principally engaged in
advertising production,	film and advertising
provision of public	production, provision of
relations services,	public relations services,
holding and sponsoring	holding and sponsoring
stage performance,	stage performance,
concerts and other	concerts and other
cultural events in Hong	cultural events in Hong
Kong, Taiwan and the	Kong, Taiwan and the
People’s Republic	People’s Republic of
of China. If such	China as disclosed
acquisition does not	in the Company’s
proceed, the Company	announcement dated 27
would seek other	August 2015;
investment opportunities
in the same industry
(“Item (II)”)

19

Date of announcement Fund raising activities

Intended use of proceeds

Actual use of proceeds

Net proceeds

• (iii) not less than (iii) Item (III): approximately approximately HK$55.0 HK$55 million to Cassia million was intended for Investments Limited the possible acquisition Partnership I, with of a group of companies the option grant to the principally engaged in Group to subscribe up the production of frames to 15.45% of the issued for eyeglasses and capital of Cassia Optical optical products. If such Holdings Limited, a acquisition does not company incorporated proceed, the Company in the Cayman Islands would seek for other with limited liability, investment opportunities which owned 85% in the same industry equity interest in a group (“ Item (III) ”) of companies which are principally engaged in the production, supply and distribution of frames for eyeglasses and other optical products as announced on 5 October 2015;

• (iv) not more than (iv) approximately HK$35.0 approximately HK$35.0 million for the million was intended development of money for the development of lending business; and money lending business;

• (v) approximately (v) approximately HK$45.75 million was HK$45.75 million as intended for the working general working capital capital of the Group of the Group.

To the best of the Directors’ knowledge, information and relief, the net proceeds from Rights Issue and the internal funding of the Company can satisfy the Company’s expected funding needs relating to the Group’s existing operations for the next 12 months from the date of this announcement.

POSSIBLE ADJUSTMENT TO THE SHARE OPTIONS

As a result of the Rights Issue, adjustments are required to be made to the exercise price and number of the Share Options under the terms and conditions of the Share Option Scheme. The Company will engage an independent financial adviser to review and determine the relevant adjustments and make further announcements on the appropriate adjustments and the date they are expected to take effect in due course.

20

EXPECTED TIMETABLE

The expected timetable for the Rights Issue is set out below:

Event 2016
(Hong Kong Time)
Expected date of despatch of the Circular with the notice
and proxy form of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 5 August
Latest time for lodging transfers of Shares in order to be
qualified for attendance and voting at the SGM. . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Monday, 15 August
Register of members closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 16 August to Monday, 22 August
(both dates inclusive)
Latest time for lodging the proxy form for the SGM. . . . . . . . . . . . . . . . . 11:00 a.m. on Saturday, 20 August
Record date for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 August
Expected date and time of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 22 August
Announcement of the results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 August
Register of members of Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 23 August
Last day of dealing in the Shares on cum-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 23 August
First day of dealing in the Shares on ex-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 24 August
Latest time for lodging transfer of Shares in order to be
qualified for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 25 August
Register of members closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 26 August to Thursday, 1 September
(both dates inclusive)
Record Date for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 1 September
Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 September
Despatch of the Prospectus Documents to the
Qualifying Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 September
First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 6 September
Latest time for splitting nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 8 September
Last day of dealings in nil-paid Rights Shares. . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 13 September

21

2016 (Hong Kong Time)

Event

Latest time for acceptance of and payment for the

Rights Shares and application and payment for

excess Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 19 September

Latest Time for Termination of the Underwriting Agreement . . . . . . . . 4:00 p.m. on Thursday, 22 September

Announcement of the allotment results of the Rights Issue. . . . . . . . . . . . . . . . . . . Wednesday, 28 September

Despatch of certificates for fully-paid Rights Shares and

refund cheque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 29 September

Expected first day of dealings in fully-paid Rights Shares . . . . . . . . . . . . 9:00 a.m. on Friday, 30 September

All times and dates in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

Effect of bad weather on the Latest Time for Acceptance

The Latest Time for Acceptance will not take place at 4:00 p.m. on Monday, 19 September 2016 if there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning, if such circumstances are:

• (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the date of the Latest Time for Acceptance. The Latest Time for Acceptance will not take place at 4:00 p.m. on the date of the Latest Time for Acceptance, but will be extended to 5:00 p.m. on the same day instead; or

• (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the date of the Latest Time for Acceptance. The Latest Time for Acceptance will not take place on the date of the Latest Time for Acceptance, but will be rescheduled to 4:00 p.m. on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the Latest Time for Acceptance does not take place on Monday, 19 September 2016, the dates mentioned in the above section headed “Expected timetable” in this announcement may be affected. An announcement will be made by the Company in such event.

LISTING RULES IMPLICATIONS

Since the Rights Issue will increase the issued share capital of the Company by more than 50%, in accordance with Rule 7.19(6) of the Listing Rules, the Rights Issue must be made conditional on, amongst other things, the approval by the Independent Shareholders at which any Controlling Shareholders and their respective associates or, where there are no Controlling Shareholders, 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 of the Rights Issue.

22

As at the date of this announcement, (i) there are no Controlling Shareholders; (ii) Globalcrest holds 5,673,951 Shares, representing approximately 3.19% of the entire issued share capital of the Company, and Globalcrest is wholly owned 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 the chairman of the Board, are discretionary objects; and (iii) save as aforesaid, none of the Directors and the chief executive of the Company and their respective associates hold any Shares. Save for Globalcrest and their respective associates, no other Shareholder will be required to abstain from voting in favour of the resolution to approve the Rights Issue at the SGM.

GENERAL

As the Rights Issue will increase the issued share capital of the Company by more than 50%, the Rights Issue is subject to, among other things, the approval by the Independent Shareholders at the SGM. An Independent Board Committee, comprising Mr. Lam Wing Tai, Mr. Lam Chi Keung and Mr. Choi Wing Koon, all being the independent non-executive Directors, has been appointed to make recommendations to the Independent Shareholders in respect of the Rights Issue.

An SGM will be convened and held for the Shareholders and the Independent Shareholders (as the case may be) to consider, and if thought fit, to approve, among other things, the proposed Rights Issue. The Circular containing, among other things, (i) further details of the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Rights Issue; and (iv) a notice convening the SGM, will be despatched to the Shareholders on or before Friday, 5 August 2016.

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

Shareholders and potential investors should note that the Rights Issue is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof.

Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.

Shareholders should note that the Shares will be dealt in on an ex-rights basis commencing from Wednesday, 24 August 2016 and that dealings in the Rights Shares in the nil-paid form will take place while the conditions to which the Underwriting Agreement is subject to remain unfulfilled.

Any Shareholder or other person dealing in the nil-paid Rights Shares up to the date on which all conditions to which the Rights Issue is subject are fulfilled (which is expected to be on 4:00 p.m. on Thursday, 22 September 2016), will accordingly bear the risk that the Rights Issue cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing any Shares and/or nil-paid Rights Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser.

23

II. APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Donvex Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard and such appointment has been approved by the Independent Board Committee. The advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be included in the Circular.

DEFINITIONS

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

“associate(s)”	has the meaning as ascribed thereto under the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (excluding Saturday, Sunday, public holiday 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
“CCASS”	the Central Clearing and Settlement System established and operated
	by HKSCC
“Circular”	the circular containing, among other things, further details of the
	Rights Issue to be despatched to the Shareholders
“close associate”	has the meaning ascribed thereto under the Listing Rules
“Company”	Universe International Holdings Limited（寰宇國際控股有限公
	司）, a company incorporated in Bermuda with limited liability, the
	issued shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 1046)
“Controlling Shareholder(s)”	has the meaning ascribed thereto under the Listing Rules
“core connected person”	has the meaning ascribed thereto under the Listing Rules
“Director(s)”	director(s) of the Company
“EAF(s)”	the form(s) of application for use by the Qualifying Shareholders
	who wish to apply for excess Rights Shares, in such usual form as
	may be agreed between the Company and the Underwriters

24

“Excluded Shareholder(s)”

the Overseas Shareholder(s) to whom the Directors based on legal opinions provided by legal advisers and on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, considers it necessary or expedient not to offer the Rights Shares

• “Globalcrest”

• “Group”

• “HKSCC”

• “Hong Kong”

• “Independent Board Committee”

• “Independent Financial Adviser” or “Donvex Capital”

• “Independent Shareholder(s)”

• “Independent Third Party(ies)”

• “Last Trading Day”

• Globalcrest Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, which holds 5,673,951 Shares as at the date of this announcement

the Company and its subsidiaries

Hong Kong Securities Clearing Company Limited

the Hong Kong Special Administrative Region of the PRC

the independent board committee of the Board comprising all independent non-executive Directors established to advise the Independent Shareholders in respect of the Rights Issue

• Donvex Capital Limited, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue

• any Shareholder(s) other than the Controlling Shareholders and their respective associates or, where there are no Controlling Shareholders, the Directors (excluding the independent nonexecutive Directors) and the chief executive of the Company and their respective associates

• any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belied having made all reasonable enquiries, and third parties not connected with or acting in concert with any Directors, chief executive or Substantial Shareholder(s) or its subsidiaries of the Company and their respective associates

• 12 July 2016, being the date of this announcement

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“Latest Time for Acceptance”

• 4:00 p.m., on Monday, 19 September 2016 or such other time as may be agreed between the Company and the Underwriter, being the latest time for acceptance of and payment for 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 anytime 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”

• “Listing Rules”

• “Option Holders’ Undertakings”

• “Overseas Shareholder(s)”

• “PAL(s)”

• “PRC”

• “Pre-Consolidated Share(s)”

• “Prospectus”

• 4:00 p.m., on Thursday, 22 September 2016, being 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

• The Rules Governing the Listing of Securities on the Stock Exchange

• the irrevocable and conditional undertakings given by the core connected persons of the Company in respect of the Undertaken Share Options in favour of the Company and the Underwriter in relation to the non-exercise of the subscription rights attached to the Undertaken Share Options

• Shareholder(s) whose name(s) appear(s) on the register of members of the Company as at the close of the business on the Record Date and whose address(es) as shown on such register is/are outside Hong Kong

• the provisional allotment letter(s) proposed to be issued to the Qualifying Shareholders under the Rights Issue

• the People’s Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• ordinary share(s) of HK$0.01 each in the capital of the Company prior to the capital reorganisation becoming effective on 18 March 2016, which involved (i) share consolidation of 10 Pre-Consolidated Shares into 1 share of HK$0.10; and (ii) the reduction of the share capital of the Company whereby the par value of each of the then issued consolidated shares of HK$0.10 each was reduced from HK$0.10 to HK$0.01 each

• the prospectus to be issued by the Company in connection with the Rights Issue and expected to be dated the Prospectus Posting Date

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“Prospectus Documents”	the Prospectus, the PAL and the EAF
“Prospectus Posting Date”	Friday, 2 September 2016 or such later date as the Underwriter
	may agree with the Company, being the date of despatch of the
	Prospectus Documents to the Qualifying Shareholders
“Qualifying Shareholder(s)”	Shareholder(s) whose name(s) is/are registered on the register of
	members of the Company at the close of business on the Record
	Date, other than the Excluded Shareholder(s)
“Record Date”	Thursday, 1 September 2016, or such other date as may be agreed
	between the Company and the Underwriter for determining
	entitlements to the Rights Issue
“Registrar”	the branch share registrar and transfer office of the Company in
	Hong Kong, being Tricor Abacus Limited, at Level 22, Hopewell
	Centre, 183 Queen’s Road East, Hong Kong
“Rights Issue”	the proposed issue of the Rights Shares on the basis of two (2)
	Rights Shares for every one (1) Share in issue held on the Record
	Date at the Subscription Price pursuant to the Prospectus Documents
	and as contemplated under the Underwriting Agreement
“Rights Share(s)”	not less than 355,548,184 Shares and not more than 369,594,576
	Shares to be allotted and issued pursuant to the Rights Issue
“SFO”	the 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, if thought fit, approve the Rights Issue
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	the holder(s) of Share(s)
“Share Options”	the share options granted by the Company under the Share Option
	Scheme adopted by the Company which entitle the holders thereof to
	subscribe for up to an aggregate of 13,951,897 new Shares
“Share Options Scheme”	the share option scheme of the Company adopted on 2 December
	2013
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Price”	HK$0.60 per Rights Share

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“Substantial Shareholder(s)”

has the meaning ascribed thereto under the Listing Rules

• “Undertaken Share Options”

the Share Options which are held by the core connected persons of the Company and entitle the holders thereof to subscribe for up to an aggregate of 6,928,701 new Shares

• “Underwriter”

Astrum Capital Management Limited, a licensed corporation permitted to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

• “Underwriting Agreement”

the underwriting agreement dated 12 July 2016 entered into between the Company and the Underwriter in relation to the underwriting arrangement in respect of the Rights Issue

• “Underwritten Shares”

the Rights Shares (i.e. not less than 355,548,184 Shares and not more than 369,594,576 Shares), being underwritten by the Underwriter pursuant to the terms of the Underwriting Agreement

• “HK$”

Hong Kong dollar, the lawful currency of Hong Kong

• “%”

percentage or per centum

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

Hong Kong, 12 July 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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