Sinopec Engineering Group Co Ltd. — Regulatory Filings 2018

Sep 17, 2018

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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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)

FURTHER UPDATE ON THE EXPECTED TIMETABLE IN RELATION TO THE DISTRIBUTION AND CLOSURE OF REGISTER OF MEMBERS

References are made to (a) the announcement dated 31 July 2018 and jointly issued by Universe International Financial Holdings Limited (the “ Company ”) and Pioneer Entertainment Group Limited (the “ Offeror ”) in relation to, among other things, (i) the Sale and Purchase Agreement; (ii) the possible unconditional mandatory cash offer by Kingston Securities Limited for and on behalf of the Offeror to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it); and (iii) the Share Premium Reduction and Transfer, and the Distribution; (b) the announcement of the Company dated 23 August 2018 in relation to, among others, the revised expected timetable in relation to the Share Premium Reduction and Transfer and the Distribution and closure of register of members; and (c) the circular of the Company dated 24 August 2018 (the “ Circular ”) in relation to, among others, the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name. Capitalised terms used herein shall have the same meanings as defined in the Circular unless the context otherwise requires.

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FURTHER UPDATE ON THE EXPECTED TIMETABLE

As disclosed in the Circular, the Distribution is conditional upon the satisfaction of the following conditions:

• (i) the approval by the Shareholders by way of a resolution (which will be combined with the resolution to approve the Share Premium Reduction and Transfer) at the SGM;

• (ii) the Share Premium Reduction and Transfer becoming unconditional and effective in accordance with its terms;

• (iii) the Sale and Purchase Agreement becoming unconditional in all respects in accordance with its terms; and

• (iv) the Board being satisfied in compliance with section 54(1) of the Companies Act (a) that the Company is, or would after the payment of the Distribution be, able to pay its liabilities as they become due or (b) the realisable value of the Company’s assets would thereby be less than its liabilities.

As at the date of this announcement other than condition (i) above, none of the above conditions have been fulfilled.

In view of the additional time required for fulfilling certain conditions to the Sale and Purchase Agreement, the expected timetable for the Distribution has been revised accordingly and is set out below:

Events

Dates 2018

Date and time of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 noon on Monday, 17 September

Announcement of the poll results of the SGM . . . . . . . . . . . . . . . . . . . .Monday, 17 September

The Share Premium Reduction and Transfer

becoming effective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 18 September

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Events Dates
2018
The Distribution becoming effective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 5 October
Last day of dealings in Shares on a cum-entitlement basis. . . . . . . . . . . . . .Monday, 8 October
First day of dealings in Shares on an ex-entitlement basis . . . . . . . . . . . . . Tuesday, 9 October
Latest time for lodging share transfer forms for
registration to qualify for the entitlement to
the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday,
10 October
Closure of register of members of the Company to
determine the entitlements to the Distribution
(both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 11 October to
Friday, 12 October
Record Date for the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 11 October
Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . .Monday, 15 October
Cheques for the Distribution to be despatched. . . . . . . . . . . . . . . . . . . . . on or about Monday,
22 October
Date of Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Monday,
22 October
All times in the above timetable refer to Hong Kong time. Dates stated for events mentioned in
the above timetable are indicative only and may be extended or varied.

Any further changes to the above expected timetable will be announced as and when appropriate.

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WARNING

Shareholders and potential investors of the Company should note that the Distribution is conditional upon the applicable conditions mentioned in the Circular, which may or may not be satisfied.

Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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

Hong Kong, 17 September 2018

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, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai Jason.

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