Sinopec Engineering Group Co Ltd. — Share Issue/Capital Change 2017

Feb 23, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Universe International Financial Holdings Limited (“Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular appears 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 FINANCIAL HOLDINGS LIMITED 寰宇國際金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE AND

NOTICE OF SPECIAL GENERAL MEETING

Placing Agent

A notice convening the SGM to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong at 11:30 a.m. on Friday, 17 March 2017 is set out on pages SGM-1 and SGM-2 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

24 February 2017

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

‘‘AGM’’

annual general meeting of the Company held on 30 November 2016 at which, among other things, the General Mandate was granted by the Shareholders

• ‘‘associate’’ has the meaning ascribed to it in the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

a day (other than a Saturday, a Sunday or public holiday or any day on which a tropical cyclone warning signal 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 signal 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 commercial banks in Hong Kong are open for business

‘‘Company’’ Universe International Financial Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Stock Exchange (Stock code: 1046)

• ‘‘connected person’’ has the meaning ascribed to it in the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘General Mandate’’

the general mandate unconditionally given to the Directors by the Shareholders at the AGM to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares then existing, i.e. a total of 106,664,455 Shares

• ‘‘GM Placing’’

the offer by way of private placing of the GM Placing Shares by or on behalf of the Placing Agent to the Placee(s), on a best endeavor basis, on the terms and subject to the conditions set out in the GM Placing Agreement, the completion of which took place on 7 February 2017

– 1 –

DEFINITIONS

• ‘‘GM Placing Agreement’’

• the placing agreement entered into between the Company and the Placing Agent dated 18 January 2017 in relation to the GM Placing

• ‘‘GM Placing Shares’’ 106,660,000 new Shares placed pursuant to the GM Placing Agreement and each, a ‘‘GM Placing Share’’

• ‘‘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 People’s Republic of China

• ‘‘Independent Third Party(ies)’’

• third party(ies) independent of the Company and not connected with any of the connected persons of the Company or their respective associates

• ‘‘Latest Practicable Date’’ 22 February 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Placees’’

• any individual(s), corporate, institutional investor(s) or other investor(s) to be procured by or on behalf of the Placing Agent under the GM Placing, or as the case may be, the SM Placing

• ‘‘Placing Agent’’ Gransing Securities Co., Limited（鼎成證券有限公司）, a licensed corporation to carry out business in type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ‘‘Placing Agreements’’ collectively, the GM Placing Agreement and the SM Placing Agreement

• ‘‘Placing Price’’

the price of HK$0.519 per Placing Share

– 2 –

DEFINITIONS

• ‘‘Placing Shares’’

collectively, the GM Placing Shares and the SM Placing Shares and each a ‘‘Placing Share’’

• ‘‘SGM’’

the special general meeting of the Company convened and held for the Shareholders to consider and, if thought fit, approve, the SM Placing Agreement and the transactions contemplated thereunder including the grant of the Specific Mandate, the notice of which is set out on page SGM-1 and SGM-2 of this circular

• ‘‘Share(s)’’

• ordinary share(s) of HK$0.01 each in the capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘SM Placing’’

• the offer by way of private placing of the SM Placing Shares by or on behalf of the Placing Agent to the Placee(s), on a best endeavor basis, on the terms and subject to the conditions set out in the SM Placing Agreement

• ‘‘SM Placing Agreement’’

• the placing agreement entered into between the Company and the Placing Agent dated 18 January 2017 in relation the SM Placing

• ‘‘SM Placing Shares’’

• up to 213,320,000 Shares to be allotted and issued pursuant to the terms and conditions of the SM Placing Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment of the SM Placing Shares and each, a ‘‘SM Placing Share’’

• ‘‘Specific Mandate’’

the special mandate to be granted, subject to passing of the relevant resolution by the Shareholders to the Board at the SGM for the allotment and issue of the SM Placing Shares

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder’’

has the meaning ascribed to it under the Listing Rules

• ‘‘%’’

per cent.

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors: Mr. Lam Shiu Ming, Daneil (Chairman) Mr. Hung Cho Sing Mr. Lam Kit Sun

Independent non-executive Directors: Mr. Lam Chi Keung Mr. Choi Wing Koon Ms. Cheng Lo Yee

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

24 February 2017

To the Shareholders

Dear Sir or Madam

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 18 January 2017 in which the Company announced that on 18 January 2017, the Company and the Placing Agent entered into the GM Placing Agreement and the SM Placing Agreement in relation to the GM Placing and the SM Placing respectively. As disclosed in the announcement of the Company dated 7 February 2017, the completion of the GM Placing took place on 7 February 2017.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular, among other things, is to provide you with the relevant information regarding the resolution to be proposed at the SGM relating to the placing of up to 213,320,000 SM Placing Shares and to give you notice of the SGM.

THE SM PLACING AGREEMENT

The principal terms of the SM Placing Agreement are set out below:

1. The SM Placing Agreement

Date:

18 January 2017

Issuer:

The Company

Placing Agent:

Gransing Securities Co., Limited（鼎成證券有限公司）

The Placing Agent has conditionally agreed to place up to 213,320,000 SM Placing Shares, on a best endeavour basis, to not less than six Placees. The Placing Agent will receive a placing commission of 3.5% of the aggregate Placing Price of the SM Placing Shares actually placed in accordance with the SM Placing Agreement. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of the SM Placing Agreement and the Latest Practicable Date, the Placing Agent and its ultimate beneficial owners were Independent Third Parties.

Placees:

The SM Placing Shares are expected to be placed to not less than six Placees, who will be individuals, corporate, institutional investors or other investors. The Placees and their respective ultimate beneficial owners shall be Independent Third Parties. The Placing Agent has warranted and undertaken to the Company that none of the Placees would, immediately upon completion of the SM Placing, become a substantial shareholder of the Company.

– 5 –

LETTER FROM THE BOARD

Placing Price:

The Placing Price of HK$0.519 per SM Placing Share represents:

• (i) a discount of 13.5% to the closing price of HK$0.60 per Share as quoted on the Stock Exchange on 18 January 2017, being the date of the SM Placing Agreement;

• (ii) a discount of approximately 17.9% to the average closing price of HK$0.632 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the SM Placing Agreement; and

• (iii) a discount of approximately 20.2% to the closing price of HK$0.65 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares at the time when the SM Placing Agreement was entered into.

SM Placing Shares:

Assuming the maximum number of SM Placing Shares are placed, the maximum number of 213,320,000 SM Placing Shares represents (i) approximately 33.33% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 25.00% of the existing issued share capital of the Company as enlarged by the SM Placing (assuming there is no other change in the issued share capital of the Company from the Latest Practicable Date to the completion of the SM Placing). The aggregate nominal value of the maximum number of the SM Placing Shares under the SM Placing will be HK$2,133,200.

Assuming the maximum number of the SM Placing Shares are placed, the gross proceeds from the SM Placing will be approximately HK$110.7 million and the net proceeds from the SM Placing will be approximately HK$106.1 million (after deduction of commission and other expenses of the SM Placing). On such basis, the net issue price of each SM Placing Share is approximately HK$0.497. It is expected that the net proceeds from the SM Placing will be utilised as to (i) approximately HK$20 million for the acquisition of membership of The Chinese Gold & Silver Exchange Society and the development of related business; and (ii) the remainder of approximately HK$86.1 million for developing the margin financing business of the Group.

– 6 –

LETTER FROM THE BOARD

Ranking of the SM Placing Shares:

The SM Placing Shares will rank, when issued and fully paid up, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the SM Placing Shares.

Conditions of the SM Placing:

Completion of the SM Placing is conditional upon the satisfaction of the following conditions:

• (1) the Stock Exchange granting the listing of, and permission to deal in, the SM Placing Shares to be placed pursuant to the SM Placing Agreement and such approval not being subsequently being revoked prior to completion of the SM Placing; and

• (2) the Specific Mandate being obtained at the SGM.

None of the above conditions is capable of being waived.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure the satisfaction of the above conditions by the 30th day after the date of the SGM (i.e. 16 April 2017) (‘‘SM Long Stop Date’’). If any of the above conditions is not satisfied by the SM Long Stop Date, all obligations of the Placing Agent and of the Company under the SM Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the SM Placing Agreement (save in respect of any antecedent breach of any obligation thereunder).

As at the Latest Practicable Date, none of the conditions above have been fulfilled. In the event that the conditions to the SM Placing cannot be fulfilled before the SM Long Stop Date (i.e. 16 April 2017), the Company will re-comply with the Listing Rules requirements and seek approval for a new specific mandate from the Shareholders for the issue of the SM Placing Shares.

Completion:

Completion of the SM Placing shall take place on the fifth Business Day following the day of fulfillment of the conditions of the SM Placing or on such other date as the Company and the Placing Agent may agree in writing.

Mandate to allot and issue the SM Placing Shares:

The SM Placing Shares proposed to be issued under the SM Placing Agreement will be issued pursuant to the Specific Mandate to be sought at the SGM.

Subject to the Specific Mandate being obtained at the SGM, the Specific Mandate will be valid and effective until the completion of the SM Placing, which is expected to take place on the fifth Business Day following the day of fulfillment of the conditions of the SM Placing.

– 7 –

LETTER FROM THE BOARD

Termination:

The Placing Agent has reserved its right to terminate the SM Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the completion date of the SM Placing if, in the reasonable opinion of the Placing Agent, after consultation with the Company:

• (1) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the SM Placing; or

• (2) there is any breach of the warranties, representations and undertakings given by the Company in the SM Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the SM Placing; or

• (3) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the SM Placing or makes it inadvisable or inexpedient for the SM Placing to proceed.

The Directors are not aware of the occurrence of any of such events as at Latest Practicable Date.

The Company may, in its reasonable opinion, after consultation with the Placing Agent, terminate the SM Placing Agreement by notice in writing to the Placing Agent at any time up to 8:00 a.m. on the completion date of the SM Placing if there is a breach of the warranties, representations and undertakings given by the Placing Agent in the SM Placing Agreement and such breach is considered by the Company on reasonable grounds to be material.

Upon termination of the SM Placing Agreement, all liabilities of the parties under the SM Placing Agreement shall cease and no party shall have any claim against the other party in respect of any matter or thing arising out or in connection with the SM Placing Agreement save in respect of any antecedent breach of any obligation under the SM Placing Agreement.

Application for Listing

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the SM Placing Shares

– 8 –

LETTER FROM THE BOARD

REASONS FOR THE SM PLACING 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 sublicensing of film rights, trade, wholesale and retail of optical products, watch and jewellery products.

As disclosed above, assuming the maximum number of the SM Placing Shares is placed, the net proceeds from the SM Placing will be approximately HK$106.1 million (after deduction of commission and other expenses of the SM Placing). It is expected that the net proceeds from the SM Placing will be utilised as to (i) approximately HK$20 million for the acquisition of membership (the ‘‘Membership’’) of The Chinese Gold & Silver Exchange Society (‘‘CGSE’’) and the development of related business; and (ii) the remainder of approximately HK$86.1 million for developing the margin financing business of the Group.

CGSE is the sole exchange in Hong Kong which trades physical gold and silver. Members of CGSE can trade physical gold and silver or contracts in CGSE.

The Company is currently in negotiation with a potential vendor for the acquisition of the Membership for the development of the related business. It is expected that the costs of the Membership would be approximately HK$10 million.

Based on the market data as disclosed in the ‘‘Nov/Dec CGSE Monthly Bulletin’’ released on 5 February 2014 by CGSE and ‘‘2015 CGSE Bulletin Issue – 109’’ released on 28 January 2016 by CGSE, the turnover of Loco London Gold Contract traded in CGSE increased from approximately 5.82 million ounces for the two months period ended 31 December 2013, to approximately 6.26 million ounces for the two months period ended 31 December 2015, representing a compound annual growth rate (‘‘CAGR’’) of approximately 2.88%. This reflects a continuous growth trend of gold market in Hong Kong.

Subject to completion of the acquisition of the Membership, the Group intends to provide brokerage services for trading in CGSE and such services will generate commission income for the Group. The Group intends to develop this new business by engaging two to three personnel who have relevant experience and network to support development of this business segment. It is intended that approximately HK$10 million will be applied for the general working capital of this business segment, including but not limited to salary.

There is no capital commitment of the Company in respect of this business. However, as disclosed above, the Company intends to allocate approximately HK$10 million for the acquisition of the Membership and approximately HK$10 million for general working capital of this business segment.

– 9 –

LETTER FROM THE BOARD

Reference is also made to the announcement of the Company dated 9 January 2017 (“Disposal Announcement”) in relation to the disposal of the Film Library (as defined in the Disposal Announcement) by the Group (“Disposal”). As disclosed in the Disposal Announcement, the Group intends to apply part of the net proceeds from the Disposal of approximately HK$147.5 million for the securities trading and margin financing business of the Group.

The Company has engaged in securities brokerage and margin financing since the acquisition of China Jianxin Financial Services Limited (formerly known as Win Fung Securities Limited) (‘‘China Jianxin’’）completed in November 2015. China Jianxin is 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 which are provision of brokerage services and securities margin financing to clients.

Under the margin financing business segment, credit facilities are offered by China Jianxin to its clients under careful due diligence, including but not limited to assessing whether they will take a bullish or bearish view on the Hong Kong stock market or other securities market around the world. In addition, China Jianxin will review and assess the volatility risk of the underlying assets which clients are interested to purchase on the market on a margin basis. Such credit facilities offer funding flexibility to clients side by side bolstering China Jianxin’s commission income at the end.

For the year ended 30 June 2016 (“FY2016”), the Group recorded a revenue of approximately HK$16.1 million and a profit of approximately HK$4.0 million from the securities brokerage and margin financing segment as disclosed in the annual report of the Company for FY2016. The revenue from such segment accounted for approximately 10.7% of the Group’s consolidated revenue for FY2016.

As disclosed in (i) the report named “Financial Review of the Securities Industry” for the half year ended 30 June 2016; and (ii) the report named “Half-Yearly Financial Review of the Securities Industry” for the half year ended 30 June 2006 published by the Securities and Futures Commission of Hong Kong, the total number of active margin clients in Hong Kong increased from approximately 78,000 as at 30 June 2006 to approximately 255,000 as at 30 June 2016, representing a CAGR of approximately 12.6%, and the amounts receivable from margin clients in Hong Kong increased from approximately HK$17.6 billion as at 30 June 2006 to approximately HK$153.3 billion as at 30 June 2016, representing a CAGR of approximately 24.2%. The upward trends 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.

The Group has been approached by existing clients of China Jianxin and other new clients asking for margin financing facilities from China Jianxin in aggregate for more than HK$250 million. In view of the increasing trend of the business segment and the recent expected growth

– 10 –

LETTER FROM THE BOARD

in demand from China Jianxin’s clients and other new clients, it is expected that part of the proceeds from the SM Placing of approximately HK$86.1 million and the Disposal of approximately HK$147.5 million will be fully utilised for further development of the margin financing business within six months upon completion of the SM Placing and the Disposal respectively.

In view of the business model of China Jianxin as detailed above as well as existing facilities and human resources of this business segment, the Group intends to focus its resources of the margin financing segment mainly on providing margin financing facilities for existing and new clients asking for them. Accordingly, the Group intends to continue to apply the existing resources of China Jianxin, proceeds from the Company’s previous fund raising activities applied to the margin financing business and the aforesaid proceeds of approximately HK$233.6 million in aggregate from the SM Placing and the Disposal for this business segment for margin financing facilities on a revolving basis, considering that margin calls are made by China Jianxin when margin shortfalls occur. As set out in the section headed “Fund Raising Activities of the Company in the Past 12 Months” below, of the aggregate of approximately HK$203.2 million from the Company’s previous fund raising activities intended for the margin financing business, the Company has utilised all approximately HK$203.2 million as intended as at the Latest Practicable Date.

Based on the above, the Directors are of the view that the SM Placing can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The SM Placing also represent good opportunities to broaden the shareholders’ base and the capital base of the Company. The Directors consider that the terms of the SM Placing (including the Placing Price and the placing commission) are fair and reasonable based on current market conditions and are in the interest of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, other than the Disposal and the proposed acquisition of the Membership, the Company has not entered into any agreement, or reached any understanding, or is in any negotiation in relation to (i) any acquisition of new business; or (ii) any disposal or downsizing of the Company’s existing businesses.

The Company intends to continue its existing businesses including film exhibition, licensing and sub-licensing of film rights upon completion of the Disposal. As at the Latest Practicable Date, the Company has two films in post production and one of which is expected to be released in April 2017. Further, the Company has several film projects on hand including one film in shooting and two films under the preparation of shooting. The capital commitment in respect of such film projects as at the Latest Practicable Date is approximately HK$52.5 million which will be financed by the internal resources of the Group. As China’s film market shows a good progress in its development, the Group will continue to adopt a cautious approach towards investment in large-scale film productions that enables broader and deeper market penetration.

– 11 –

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

Apart from the fund raising activities mentioned below, the Company has not carried out other fund raising activities by way of equity issue during the 12 months immediately preceding the Latest Practicable Date:

					Actual use of the	Actual use of the	Actual use of the
			Proposed use of		net		proceeds as at the
Date of Announcements	Fund raising activity	Net proceeds raised	the net proceeds		Latest Practicable Date
23 March 2016 and	Placing of 29,625,000 Shares at the	Approximately	General working capital		Approximately HK$22.2
13 April 2016	placing price of HK$0.779 per placing	HK$22.2 million	of	the Group		million was used as
	Share under the general mandate					intended.
	granted to the Directors at the annual
	general meeting of the Company held
	on 30 November 2015
12 July 2016, 5 August	Rights issue of 355,548,184 Shares at the	Approximately	Approximately HK$204.9		Up		to the Latest Practicable
2016, 9 August 2016,	issue price of HK$0.60 per each such	HK$204.9 million	million, of which:			Date, the Group has applied:
30 August 2016 and	Share on the basis of two rights shares
5 October 2016	for every one share in issue held on 1		(i)	approximately HK$150.00	(i)		approximately HK$150.00
	September 2016, being the record date			million was intended for			million was used to
				expansion of margin			expand the margin
				financing business;			financing business;
			(ii)	approximately HK45.7	(ii)		approximately HK$23.3
				million was intended for			million was used to
				expansion of money			expand the money lending
				lending business,			business; and
				including potential acquisition of listed and unlisted shares of money lending companies; and	(iii)		approximately HK$9.2million was used to repay the unsecured loan note with principal
			(iii)	HK$9.2 million was			amounted to HK$9.2
				intended for repayment of			million issued on 8 April
				the principal of the			2015
				unsecured loan note with
				principal amounted to
				HK$9.2 million issued on
				8 April 2015 or other
				loans of the Group (if
				applicable)
18 January 2017 and	Placing of 106,660,000 Shares at the	Approximately	To be utilised for developing		Approximately HK$53.2
7 February 2017	placing price of HK$0.519 per placing	HK$53.2 million	the margin financing			million was used as intended
	Share under the general mandate		business of the Group
	granted to the Directors at the annual
	general meeting of the Company held
	on 30 November 2016

– 12 –

LETTER FROM THE BOARD

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the SM Placing (assuming the maximum number of the SM Placing Shares is placed and there is no other change in the shareholding structure of the Company from the Latest Practicable Date to the completion of the SM Placing) are set out as follows:

Shareholders Unique Prosperity Limited (Note 1) Globalcrest Enterprises Limited (Note 2) Placees (Note 3) Other public Shareholders Total Notes:	As at the Latest Practicable Date Number of Shares Approximate % 143,573,276 22.43 17,021,853 2.66 – – 479,387,147 74.91 639,982,276 100.00	Upon completion of the SM Placing Number of Shares Approximate % 143,573,276 16.83 17,021,853 1.99 213,320,000 25.00 479,387,147 56.18 853,302,276 100.00	Upon completion of the SM Placing Number of Shares Approximate % 143,573,276 16.83 17,021,853 1.99 213,320,000 25.00 479,387,147 56.18 853,302,276 100.00
			100.00

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 as at the Latest Practicable Date 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.

3. 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.

– 13 –

LETTER FROM THE BOARD

SGM

The SGM will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong at 11:30 a.m. on Friday, 17 March 2017 for the purpose of considering, and if thought fit, approving the SM Placing Agreement and all the transactions contemplated thereunder (including the grant of the Specific Mandate). To the best knowledge of the Directors, no Shareholder is required to abstain from voting at the SGM in respect of the resolution relating to the SM Placing and the Specific Mandate.

Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

WARNING

Since the completion of the SM Placing is subject to the fulfillment of the condition(s) as set out in the paragraph headed ‘‘Conditions of the SM Placing’’, the SM Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the SM Placing and the terms of the SM Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the resolution to be proposed at the SGM.

Yours faithfully On behalf of the Board

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

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NOTICE OF SGM

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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of Universe International Financial Holdings Limited (the ‘‘Company’’) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong at 11:30 a.m. on Friday, 17 March 2017 for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the SM Placing Agreement (as defined in the circular dated 24 February 2017 despatched to the shareholders of the Company (‘‘Circular’’), a copy of the Circular has been produced to the Meeting marked ‘‘A’’ and initialled by the chairman of the Meeting for the purpose of identification), a copy of which has been produced to the Meeting marked ‘‘B’’ and initialled by the chairman of the Meeting for the purpose of identification, and all the transactions contemplated thereunder be and is hereby approved;

• (b) the board of directors of the Company (‘‘Board’’) or a committee thereof be and is hereby specifically authorised to allot and issue the SM Placing Shares (as defined in the Circular) in accordance with the terms of the SM Placing Agreement; and

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NOTICE OF SGM

• (c) any one director of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his discretion consider desirable or expedient to give effect to the SM Placing Agreement and all the transactions contemplated thereunder (including the allotment and issue of the SM Placing Shares pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the SM Placing Agreement.’’

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

Hong Kong, 24 February 2017

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 18th Floor Hamilton HM 11 Wyler Centre Phase II Bermuda 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/its behalf. A proxy needs not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof should he/she so wish, and in such case, the instrument appointing a proxy previously submitted shall be deemed to be revoked.

4. The above resolution put to vote at the Meeting will be decided by way of poll as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As at the date of this notice, 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. Choi Wing Koon, Mr. Lam Chi Keung and Ms. Cheng Lo Yee.

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