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

Feb 1, 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)

DISCLOSEABLE TRANSACTION – PROVISION OF LOAN TO A THIRD PARTY

The Board announces that on 1 February 2017, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant to the Borrower, an Independent Third Party, a loan in the principal amount of HK$21,000,000, bearing interest at a rate of 8.5% per annum for a period of twelve months.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the making of the Loan is more than 5% but less than 25%, the advance of the Loan constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is subject to notification and announcement requirements pursuant to Chapter 14 of the Listing Rules.

The Board announces that on 1 February 2017, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant to the Borrower a loan in the principal amount of HK$21,000,000, bearing interest at a rate of 8.5% per annum for a period of twelve months.

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The principal terms of the Loan Agreement are summarised as follows:

THE LOAN AGREEMENT

Date	:	1 February 2017
Lender	:	China Jianxin Credit Services Limited, an indirect
		wholly-owned subsidiary of the Company. The Lender is the
		holder of a money lender licence under the Money Lenders
		Ordinance
Borrower	:	a company incorporated in Anguilla with limited liability,
		which is wholly owned by the Guarantor. To the best of
		the Directors’ knowledge, information and belief, having
		made all reasonable enquiries, each of the Borrower and its
		ultimate beneficial owner is an Independent Third Party
Guarantor	:	an individual, being on Independent Third Party and the sole
		shareholder of the Borrower
Principal amount	:	HK$21,000,000
Maturity date	:	a date falling on the same calendar date of the twelfth month
		after the Drawdown Date and if such date is not a business
		day in Hong Kong, the immediately following business day
		(“Maturity Date”)
Interest	:	interest on the Loan shall accrue at a rate of 8.5% per annum
		and shall be repaid on a quarterly basis
Repayment	:	the Borrower shall repay the outstanding amount of the Loan
		in full, together with all accrued and unpaid interest, on the
		Maturity Date or on demand by the Lender upon occurrence
		of an event of default (as defined in the Loan Agreement),
		whichever occurs first
Early repayment	:	the Borrower may at any time after the drawdown of the
		Loan (or any part thereof) prepay all or part of the Loan
		together with all accrued interests in respect of the sum
		prepaid on any business day by giving not less than seven
		business day’s prior written notice to the Lender pursuant to
		the Loan Agreement
Security	:	the Loan is secured by a guarantee given by the Guarantor in
		favour of the Lender for the due and punctual performance
		of the Borrower’s obligations under the Loan Agreement

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The Loan to be granted under the Loan Agreement to the Borrower will be funded by internal resources of the Group.

The terms of the Loan Agreement (including the interest rate) were arrived at by the parties after arm’s length negotiation, with reference to the commercial practice and the amount of the Loan. The Directors consider that the terms of the Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE PROVISION OF THE LOAN

The Company is an investment holding company. 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. The Lender, being an indirect wholly-owned subsidiary of the Company, is a holder of a money lender licence under the Money Lenders Ordinance.

The Directors consider that the grant of the Loan is conducted in the course of the Group’s money lending business. Having considered the financial background of the Borrower and the interest income to be received by the Group, the Directors consider that the terms of the Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the making of the Loan is more than 5% but less than 25%, the advance of the Loan constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is subject to notification and announcement requirements pursuant to Chapter 14 of the Listing Rules.

DEFINITIONS

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

“Board”	the board of Directors
“Borrower”	a company incorporated in Anguilla with limited liability
	and wholly-owned by the Guarantor
“Company”	Universe International Financial Holdings Limited, a
	company incorporated in Bermuda with limited liability,
	whose shares are listed on the Stock Exchange (Stock code:
	1046)
“Director(s)”	the director(s) of the Company

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“Drawdown Date”

“Drawdown Date”	the date on which the Loan shall be made available to the
	Borrower, which shall be the date of the Loan Agreement
“Group”	the Company and its subsidiaries
“Guarantor”	the guarantor of the Loan, being an individual who is the
	sole shareholder of the Borrower
“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	third party(ies) independent of the Company and its
Party(ies)”	connected person(s)
“Money Lenders Ordinance”	the Money Lenders Ordinance (Chapter 163 of the laws
	of Hong Kong) as amended, supplemented or otherwise
	modified from time to time
“Lender”	China Jianxin Credit Services Limited, a company
	incorporated in Hong Kong with limited liability and an
	indirect wholly-owned subsidiary of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Loan”	a loan of HK$21,000,000 granted by the Lender to the
	Borrower pursuant to the Loan Agreement
“Loan Agreement”	a loan agreement dated 1 February 2017 and entered into
	between the Lender, the Borrower and the Guarantor in
	relation to the provision of the Loan
“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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

Hong Kong, 1 February 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. Choi Wing Koon, Mr. Lam Chi Keung and Ms. Cheng Lo Yee.

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