Sinopec Engineering Group Co Ltd. - Capital/Financing Update 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

THE GM PLACING

The Board is pleased to announce that on 18 January 2017, the Company and the Placing Agent entered into the GM Placing Agreement, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best endeavour basis, up to 106,660,000 GM Placing Shares to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.519 per GM Placing Share.

The maximum number of 106,660,000 GM Placing Shares represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the GM Placing (assuming the maximum number of the GM Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the GM Placing); and (iii) approximately 12.50% of the existing issued share capital of the Company as enlarged by the GM Placing and the SM Placing (assuming the maximum number of the GM Placing Shares and SM Placing Shares are placed). The aggregate nominal value of the maximum number of the GM Placing Shares under the GM Placing will be HK$1,066,600.

Assuming the maximum number of the GM Placing Shares is placed, the gross proceeds from the GM Placing will be approximately HK$55.4 million and the net proceeds from the GM Placing will be approximately HK$53.2 million (after deduction of commission and other expenses of the GM Placing). It is expected that the net proceeds from the GM Placing will be utilised for developing the margin financing business of the Group.

THE SM PLACING

On 18 January 2017, the Company and the Placing Agent also entered into the SM Placing Agreement, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best endeavour basis, up to 213,320,000 SM Placing Shares to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.519 per SM Placing Share. The SM Placing Shares will be allotted and issued pursuant to the Specific Mandate to be sought at the SGM.

The maximum number of 213,320,000 SM Placing Shares represents (i) approximately 40.00% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 28.57% of the existing issued share capital of the Company as enlarged by the SM Placing (assuming the maximum number of the SM Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the SM Placing); and (iii) approximately 25.00% of the existing issued share capital of the Company as enlarged by the GM Placing and the SM Placing (assuming the maximum number of the GM Placing Shares and SM Placing Shares are placed). 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 is 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). 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.

GENERAL

The maximum number of 319,980,000 Placing Shares to be placed under the GM Placing and the SM Placing represent (i) approximately 60.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 37.50% of the existing issued share capital of the Company as enlarged by the GM Placing and the SM Placing (assuming the maximum number of the GM Placing Shares and SM Placing Shares are placed).

The Placing Price of HK$0.519 per Placing Share was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares and represents: (i) a discount of 13.5% to the closing price of HK$0.60 per Share as quoted on the Stock Exchange on the Last Trading Day; and (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 Last Trading Day.

Each of the GM Placing and the SM Placing is subject to termination by the Placing Agent under certain circumstances as set out in the sub-paragraphs headed “(I) GM Placing Agreement – Termination” and “(II) SM Placing Agreement – Termination” respectively in this announcement. In the event that the Placing Agent exercises its right to terminate the Placing Agreements or either of them in accordance with the terms therein, the GM Placing and/or the SM Placing will not proceed.

Since each of the completion of the GM Placing and the SM Placing is subject to the fulfillment of the condition(s) as set out in the GM Placing Agreement and the SM Placing Agreement respectively, each of the GM Placing and the SM Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

The GM Placing and the SM Placing are not inter-conditional.

The GM Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM and therefore the allotment and issue of the GM Placing Shares are not subject to any additional Shareholders’ approval.

The SM Placing is subject to the Shareholders’ approval. The SGM will be convened and held for the purposes of considering and, if thought fit, approving the SM Placing and the granting 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.

A circular containing, among other things, (i) further details of the SM Placing; and (ii) a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

Principal terms of the Placing Agreements are summarised below:

(I) THE GM 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 106,660,000 GM 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 GM Placing Shares actually placed in accordance with the GM 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 this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees:

The GM 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 GM Placing, become a substantial shareholder of the Company.

Placing Price:

The Placing Price of HK$0.519 per GM 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 the Last Trading Day; and
(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 Last Trading Day.

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.

GM Placing Shares:

Assuming the maximum number of the GM Placing Shares is placed under the GM Placing Agreement, the gross proceeds from the GM Placing will be approximately HK$55.4 million and the net proceeds will be approximately HK$53.2 million (after deduction of commission and other expenses of the GM Placing). On such basis, the net issue price will be approximately HK$0.499 per GM Placing Share.

Ranking of the GM Placing Shares:

The GM 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 GM Placing Shares.

Condition of the GM Placing:

Completion of the GM Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the GM Placing Shares to be placed pursuant to the GM Placing Agreement.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure the satisfaction of the above condition by 7 February 2017 (“GM Long Stop Date”). If the above condition is not satisfied by the GM Long Stop Date, all obligations of the Placing Agent and of the Company under the GM 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 GM Placing Agreement (save in respect of any antecedent breach of any obligation thereunder).

Completion:

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

Mandate to allot and issue the GM Placing Shares:

The GM Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM held on 30 November 2016. Under the General Mandate, the Board is authorised to allot and issue and deal with new Shares of up to 20% of the number of issued Shares then existing as at the date of passing of the relevant resolution approving the General Mandate (i.e. a total of 106,664,455 Shares) until the revocation, variation or expiration of the General Mandate.

The Company has not exercised the power to allot and issue any new Shares pursuant to the General Mandate prior to the date of the GM Placing Agreement. Accordingly, the allotment and issue of the GM Placing Shares are not subject to any additional Shareholders’ approval.

Termination:

The Placing Agent has reserved its right to terminate the GM Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the completion date of the GM 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 GM Placing; or
(2) there is any breach of the warranties, representations and undertakings given by the Company in the GM Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the GM 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 GM Placing or makes it inadvisable or inexpedient for the GM Placing to proceed.

The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

The Company may, in its reasonable opinion, after consultation with the Placing Agent, terminate the GM 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 GM Placing if there is a breach of the warranties, representations and undertakings given by the Placing Agent in the GM Placing Agreement and such breach is considered by the Company on reasonable grounds to be material.

Upon termination of the GM Placing Agreement, all liabilities of the parties under the GM 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 Agreement save in respect of any antecedent breach of any obligation under the Agreement.

(II) 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.

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.

Placing Price:

The Placing Price per SM Placing Share is the same as the Placing Price for the GM Placing Shares. Please refer to the sub-paragraph headed “(I) GM Placing Agreement – Placing Price” in this announcement for a comparison of the Placing Price and the prevailing market prices of the Shares.

SM Placing Shares:

Assuming the maximum number of the SM Placing Shares is 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

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.

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 (“SM Long Stop Date”). If the above condition 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).

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.

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 the date of this announcement.

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 Agreement save in respect of any antecedent breach of any obligation under the Agreement.

REASONS FOR THE GM PLACING AND 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.

The Directors are of the view that the GM Placing and 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 GM Placing and 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 each of the GM Placing and 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.

Assuming the maximum number of the GM Placing Shares is placed under the GM Placing Agreement, the net proceeds from the GM Placing are estimated to be approximately HK$53.2 million (after deduction of commission and other expenses of the GM Placing). It is expected that the net proceeds from the GM Placing will be utilised for developing the margin financing business of the Group.

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 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.

FUND RAISING ACTIVITIES OF THE COMPANY DURING 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 date of this announcement:

Actual use of the net Proposed use of proceeds as at the date of Date of Announcements Fund raising activity Net proceeds raised the net proceeds this announcement 23 March 2016 and Placing of 29,625,000 Approximately General working capital Approximately HK$22.2 13 April 2016 Shares at the placing price of HK$22.2 million of the Group million was used as HK$0.779 per placing Share intended. under the general mandate granted to the Directors at the annual general meeting of the Company held on 30 November 2015

Date of Announcements Fund raising activity

12 July 2016,	Rights issue of 355,548,184	Approximately	Approximately HK$204.9	Approximately HK$204.9	Up to the date of	Up to the date of
5 August 2016,	Shares at the issue price of	HK$204.9 million		million, of which:		this announcement,
9 August 2016, 30 August 2016 and 5 October 2016	HK$0.60 per each such Share on the basis of two rights shares for every one share in issue held on 1 September 2016, being the record date		(i)	approximately HK$150.00 million was intended for expansion of margin financing business;	(i)	the Group has applied: approximately HK$150.00 million was used to expand the margin financing
			(ii) approximately			business;
				HK45.7 million	(ii) approximately
				was intended for		HK$10.6 million
				expansion of money		was used to expand
				lending business,		the money lending
				including potential		business; and
				acquisition of listed and unlisted shares of money lending companies; and	(iii) approximately HK$9.2million was used to repay the unsecured loan
			(iii) HK$9.2 million			note with principal
				was intended for		amounted to HK$9.2
				repayment of the		million issued on 8
				principal of the		April 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)

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,

(i) upon completion of the GM Placing (assuming the maximum number of the GM Placing Shares is placed and there is no other change in the shareholding structure of the Company before the issue of the GM Placing Shares under the GM Placing);
(ii) 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 before the issue of the SM Placing Shares under the SM Placing); and
(iii) upon completion of the GM Placing and the SM Placing (assuming the maximum number of the SM Placing Shares are placed and there is no other change in the shareholding structure of the Company before the issue of the Placing Shares under both the GM Placing and the SM Placing), are set out as below:

Shareholders Unique Prosperity Limited (Note 1) Globalcrest Enterprises Limited (Note 2) Placees (Note 3) Other public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 143,573,276 26.92 17,021,853 3.19 – – 372,727,147 69.89 533,322,276 100.00	(i) Upon completion of the GM Placing Number of Shares Approximate % 143,573,276 22.43 17,021,853 2.66 106,660,000 16.67 372,727,147 58.24 639,982,276 100.00	(ii) Upon completion of the SM Placing Number of Shares Approximate % 143,573,276 19.23 17,021,853 2.28 213,320,000 28.57 372,727,147 49.92 746,642,276 100.00	(iii) Upon completion of the GM Placing and the SM Placing Number of Shares Approximate % 143,573,276 16.83 17,021,853 1.99 319,980,000 37.50 372,727,147 43.68 853,302,276 100.00	(iii) Upon completion of the GM Placing and the SM Placing Number of Shares Approximate % 143,573,276 16.83 17,021,853 1.99 319,980,000 37.50 372,727,147 43.68 853,302,276 100.00
					100.00

Notes:

According to the Disclosure of Interests Notice filed on 11 October 2016, Unique Prosperity Limited held 143,573,276 Shares, representing approximately 26.92% of the issued share capital of the Company as at the date of this announcement 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
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.

It is a term of the GM Placing Agreement and the SM Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the completion of the GM Placing or the SM Placing (as the case may be).

GENERAL

The GM Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM and therefore the GM Placing will not be subject to any additional Shareholders’ approval.

The SM Placing is subject to the Shareholders’ approval. The SGM will be convened and held for the purposes of considering and, if thought fit, approving the SM Placing and the granting 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(s) relating to the SM Placing and the Specific Mandate.

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

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“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(s)” has the meaning ascribed to it in the Listing Rules
“Director(s)”
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
“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”
up to 106,660,000 Shares to be allotted and issued pursuant to the terms and conditions of the GM Placing Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment of the GM Placing Shares 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

“Last Trading Day” 18 January 2017, being the date of this announcement “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Placee(s)” 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 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 “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 to be 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 “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 to 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 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.

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

Hong Kong, 18 January 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.

AI assistant

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

14896_rns_2017-01-18_c5ef4a2e-9862-4178-a7e2-bfc523de447e.pdf

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

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

THE GM PLACING

THE SM PLACING

GENERAL

The GM Placing and the SM Placing are not inter-conditional.

(I) THE GM PLACING AGREEMENT

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

GM Placing Shares:

Ranking of the GM Placing Shares:

Condition of the GM Placing:

Completion:

Mandate to allot and issue the GM Placing Shares:

Termination:

(II) THE SM PLACING AGREEMENT

Date:

Issuer:

Placing Agent:

Placees:

Placing Price:

SM Placing Shares:

Ranking of the SM Placing Shares:

Conditions of the SM Placing:

Completion:

Mandate to allot and issue the SM Placing Shares:

Termination:

REASONS FOR THE GM PLACING AND THE SM PLACING AND USE OF PROCEEDS

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Date of Announcements Fund raising activity

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

GENERAL

DEFINITIONS

“Business Day”

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