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Sinopec Engineering Group Co Ltd. — Regulatory Filings 2018
Aug 23, 2018
14896_rns_2018-08-23_d359b23b-64ce-4227-81a2-56d4d39a3dab.pdf
Regulatory Filings
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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)
DESPATCH OF CIRCULAR, REVISED EXPECTED TIMETABLE IN RELATION TO THE PROPOSED SHARE PREMIUM REDUCTION AND TRANSFER AND THE PROPOSED DISTRIBUTION AND CLOSURE OF REGISTER OF MEMBERS
Reference is made to the announcement (the “ Joint 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 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. Capitalised terms used herein shall have the same meanings as defined in the Joint Announcement unless the context otherwise requires.
DESPATCH OF CIRCULAR
The Company is pleased to announce that the circular containing, among other matters, further information in relation to the Share Premium Reduction and Transfer, the Distribution, and the Change of Company Name, and a notice convening the SGM will be despatched on 24 August 2018.
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Shareholders are reminded that the Distribution is conditional upon, among others, the approval of the Share Premium Reduction and Transfer at the SGM and the Sale and Purchase Agreement becoming unconditional.
REVISION OF THE EXPECTED TIMETABLE
In view of the additional time required for fulfilling certain conditions to the Sale and Purchase Agreement, the expected timetable for the proposed Share Premium Reduction and Transfer, and the Distribution has been revised accordingly and is set out below:
Event Dates 2018 Despatch of the circular and notice of the SGM . . . . . . . . . . . . . . . . . . . . . . Friday, 24 August Record date for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 12 September Latest time for lodging form of proxy for the SGM (not less than 48 hours prior to time of the SGM) . . . . . . . . . . . . . . 12:00 noon on Saturday, 15 September Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 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 The Distribution becoming effective . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 19 September Last day of dealings in Shares on a cum-entitlement basis . . . . . . . . . Thursday, 20 September First day of dealings in Shares on an ex-entitlement basis . . . . . . . . . . . Friday, 21 September Latest time for lodging share transfer forms for registration to qualify for the entitlement to the Distribution . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 24 September
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Event
Dates 2018
Closure of register of members of the Company to determine the entitlements to the Distribution (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 26 September to Thursday, 27 September
Record Date for the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 26 September Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . Friday, 28 September
Cheques for the Distribution to be despatched . . . . . . . . . . . . . . . . . . . . on or about Thursday, 4 October Date of Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or about Thursday, 4 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.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlement to the Distribution (if the proposed Distribution is approved by the Shareholders at the SGM and the Sale and Purchase Agreement became unconditional), the register of members of the Company will be closed from Wednesday, 26 September 2018 to Thursday, 27 September 2018, both days inclusive, on which period no transfer of the Shares will be registered. All transfers of Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Monday, 24 September 2018.
WARNING
Shareholders and potential investors of the Company should note that the Share Premium Reduction and Transfer, and the Distribution are subject to the applicable conditions mentioned in the Joint Announcement, which may or may not be satisfied.
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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, 23 August 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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