Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2017

Mar 29, 2017

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.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

COMPLETION OF PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

The Board is pleased to announce that the conditions set out in the SM Placing Agreement have been fulfilled, and completion of the SM Placing took place on 29 March 2017 in accordance with the terms and conditions of the SM Placing Agreement.

An aggregate of 213,320,000 SM Placing Shares, representing approximately 25.00% of the issued share capital of the Company immediately after completion of the SM Placing, have been successfully placed to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The net proceeds from the SM Placing are approximately HK$106.1 million.

Reference is made to the circular of Universe International Financial Holdings Limited (“ Company ”) dated 24 February 2017 (“ Circular ”) in relation to, amongst other matters, the placing of new shares under specific mandate and the announcement of the Company dated 17 March 2017 (“ Poll Result Announcement ”) in respect of the poll result of the SGM at which the Special Mandate was granted. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

The Board is pleased to announce that the conditions set out in the SM Placing Agreement have been fulfilled, and completion of the SM Placing took place on 29 March 2017 in accordance with the terms and conditions of the SM Placing Agreement. An aggregate of 213,320,000 SM Placing Shares, representing approximately 25.00% of the issued share capital of the Company immediately after completion of the SM Placing, have been successfully placed to not less than six Placees at the Placing Price of HK$0.519 per SM Placing Share.

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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries and as confirmed by the Placing Agent, (i) each of the Placees and where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; and (ii) none of the Placees has become a substantial shareholder of the Company upon completion of the SM Placing. The net proceeds from the SM Placing are approximately HK$106.1 million.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the changes to the shareholding structure of the Company as a result of completion of the SM Placing:

	Immediately before Completion	Immediately before Completion	Immediately after Completion	Immediately after Completion
	of the SM Placing		of the SM Placing
	Number of	Approximate	Number of	Approximate
	Shares	%	Shares	%
Shareholders
Unique Prosperity Limited
(Note 1)	143,573,276	22.43	143,573,276	16.83
Globalcrest Enterprises Limited
(Note 2)	17,021,853	2.66	17,021,853	1.99
Placees (Note 3)	3,265,000	0.51	216,585,000	25.38
Other public Shareholders	476,122,147	74.40	476,122,147	55.80
Total	639,982,276	100.00	853,302,276	100.00

Notes:

1. According to the Disclosure of Interests Notice filed on 9 February 2017, Unique Prosperity Limited held 143,573,276 Shares, representing approximately 22.43% of the issued share capital of the Company immediately before completion of the SM Placing and thus is a substantial shareholder. According to the aforesaid Disclosure of Interests Notice, Unique Prosperity Limited is owned as to 95% by Ms. Leung Yuet Kwan Belinda and 5% by Mr. Ng Yau Sing.

2. These 17,021,853 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, the chairman of the Board and an executive Director. As such, Mr. Lam Shiu Ming, Daneil is deemed to be interested in all the 17,021,853 Shares held by Globalcrest Enterprises Limited. Certain immediate family members of Mr. Lam Shiu Ming, Daneil are discretionary objects of the aforesaid discretionary trust.

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1. It is a term of the SM Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the completion of the SM Placing.

On behalf of the Board

Universe International Financial Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 29 March 2017

As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing and Mr. Lam Kit Sun, and the independent non-executive Directors are Mr. Lam Chi Keung, Mr. Choi Wing Koon and Ms. Cheng Lo Yee.

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