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

May 25, 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)

VOLUNTARY ANNOUNCEMENT – THE ACQUISITION OF CERTAIN LISTED SECURITIES AND CHANGE OF PURPOSE OF HOLDING SUCH SECURITIES

This is a voluntary announcement made by the Company to keep Shareholders and potential investors of the Company informed of the Group’s latest business development.

RELEVANT INVESTMENT AND CHANGE OF PURPOSE OF HOLDING

As part of the Group’s investment portfolio comprised in the Group’s securities investment business segment, the Group is currently holding, amongst other investments, an aggregate of 150,000,000 First Credit Shares (i.e. the Relevant Investment), representing approximately 4.13% of the issued share capital of First Credit as at the date of this announcement. The Relevant Investment was acquired by the Group in January and March 2016.

Reference is made to the Company’s announcement dated 25 May 2016 relating to the proposed change of the English name of the Company to “Universe International Financial Holdings Limited” and the secondary name in Chinese of the Company to “寰宇國際金融控股有限公司”. In connection with the proposed change of name, the management has decided to change the purpose of holding the Relevant Investment from short-term trading to long-term investments.

• for identification purposes only

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RELEVANT INVESTMENT

Background and change of intention

One of the principal activities of the Group is securities investment business.

As part of the Group’s investment portfolio, the Group is currently holding an aggregate of 150,000,000 First Credit Shares (i.e. the Relevant Investment), representing approximately 4.13% of the issued share capital of First Credit as at the date of this announcement. The Relevant Investment was acquired by the Group in two tranches. The Group first acquired 15,000,000 First Credit Shares by subscribing to the First Credit Placing in January 2016 and then took up the rights entitlement of 135,000,000 First Credit Shares in full under the First Credit Rights Issue in March 2016.

Reference is made to the Company’s announcement dated 25 May 2016 relating to the proposed change of the English name of the Company to “Universe International Financial Holdings Limited” and the secondary name in Chinese of the Company to “寰宇國際金融控股有限公司”. In connection with the proposed change of name and a re-focusing of the Group’s business operations, the management has decided to change the purpose of holding the Relevant Investment from short-term trading to long-term investments.

If it were the intention of the Group to treat the Relevant Investment as non-current assets for long-term investments at the time when the Group acquired the Relevant Investment, such acquisition would have constituted a discloseable transaction of the Company for the purpose of Chapter 14 of the Listing Rules and would have been subject to notification and announcement requirements under Chapter 14 of the Listing Rules. On such basis, the Board provides further information regarding the Relevant Investment as follows:

Information about First Credit and its subsidiaries

First Credit is a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on GEM Board (Stock code: 8215). First Credit and its subsidiaries are principally engaged in the money lending business.

Based on the annual report of First Credit for the year ended 31 December 2015 published by First Credit, the audited consolidated total assets and net asset value of First Credit as at 31 December 2015 were approximately HK$488.9 million and approximately HK$476.2 million respectively. The financial information of First Credit for the two financial years ended on 31 December 2015 are as follows:

	For the	For the
	year ended	year ended
	31 December	31 December
	2014	2015
	HK$	HK$
	(audited)	(audited)
Net profit before taxation	29,099,577	29,498,918
Net profit after taxation	24,997,678	24,872,706

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Reasons for and benefits of the Transactions

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

The Directors considered the acquisition of the Relevant Investment was in line with the Group’s securities trading business and were also optimistic about the financial performance of First Credit. In view of the above, the Directors consider that the terms of the acquisitions are fair and reasonable and are in the interests of the Shareholders as a whole.

DEFINITIONS

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

“Board”	the board of Directors
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda, the issued shares of which are listed on the Stock Exchange
	(stock code: 1046)
“Director(s)”	the director(s) of the Company
“First Credit”	First Credit Finance Group Limited, a company incorporated in the
	Cayman Islands and continued in Bermuda with limited liability and the
	issued Shares of which are listed on GEM (Stock code: 8215)
“First Credit Placing”	the placing of up to 60,480,000 new First Credit Shares by First Credit as
	described in the announcements dated 17 December 2015 and 8 January
	2016
“First Credit Rights Issue”	the issue by way of rights issue to the shareholders of First Credit
	qualifying for the provisional allotments of the First Credit Shares on the
	basis of nine rights shares for every one First Credit Share in issue held on
	2 March 2016, details of which are set out in the prospectus of First Credit
	dated 3 March 2016
“First Credit Share(s)”	ordinary share(s) of HK$0.02 each in the share capital of First Credit
“GEM”	the Growth Enterprise Market of the Stock Exchange
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC

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“Independent Third Parties”

third parties who are independent of and not connected with the Company and its connected persons (within the meaning of the Listing Rules)

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“PRC”

the People’s Republic of China (excluding, for the purposes of this announcement, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan)

• “Relevant Investment”

aggregate of 150,000,000 First Credit Shares

“Shareholders”

the shareholders of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent.

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

Hong Kong, 25 May 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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