Sinopec Engineering Group Co Ltd. — Regulatory Filings 2018

Aug 22, 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.

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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)

UPDATE ON THE PERFORMANCE OF SECURITIES BROKERAGE BUSINESS SEGMENT AND RULE 10 TO THE TAKEOVERS CODE

This announcement is made by Universe International Financial Holdings Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (the “ SFO ”).

UPDATE ON THE PERFORMANCE OF SECURITIES BROKERAGE BUSINESS SEGMENT

The Company engaged in the provision of securities brokerage services and securities margin financing to clients (the “ Securities Brokerage Segment ”) through its indirect wholly-owned subsidiary, China Jianxin Financial Services Limited, a company licensed under the SFO to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities. As disclosed in the announcement dated 17 May 2018, the board (the “ Board ”) of directors (the “ Directors ”) of the Company decided to cease the Securities Brokerage Segment which was intended to take effect as from 30 June 2018. The cessation of the Securities Brokerage Segment took effect from 30 June 2018.

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The Board wishes to inform the shareholders and potential investors of the Company that, based on the unaudited management account of the Securities Brokerage Segment and the information currently available, the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 (“ Estimated Segmental Revenue ”) as compared to approximately HK$35.9 million in the same period last year and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (“ Estimated Segmental Loss ”) (includes impairment losses of the goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the Securities Brokerage Segment as a result of the cessation of the Securities Brokerage Segment) as compared to segmental gain of approximately HK$11.6 million in the same period last year.

RULE 10 TO THE TAKEOVERS CODE

Reference is made to the announcement (the “ Joint Announcement ”) dated 31 July 2018 and jointly issued by the Company and Pioneer Entertainment Group Limited (the “ Offeror ”) in relation to, among other things, the possible unconditional mandatory cash offer by Kingston Securities Limited on behalf of the Offeror to acquire all the issued shares of the Company (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

References are made to (i) the Company’s announcement dated 11 January 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited gain (before deducting stamp duty and related expenses) of approximately HK$1.81 million from the disposal of 158,420,000 shares of Interactive Entertainment China Cultural Technology Investments Limited on the open market of the Stock Exchange (“ IE China Disposal ”); (ii) the Company’s announcement dated 11 January 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (before deducting stamp duty and related expenses) of approximately HK$6.75 million from the disposal of 132,400,000 shares of China New Economy Fund Limited on the open market of the Stock Exchange (“ CNEF Disposal ”); (iii) the Company’s announcement dated 14 May 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (exclusive of transaction costs) of approximately HK$15.91 million from the disposal of 74,074,500 shares of GET Holdings Limited on the open market of the Stock Exchange (“ GET Disposal ”); (iv) the Company’s announcement dated 10 July 2018, whereby it set out, among others, that the Group is expected to record a fair value loss arising from the change in fair value of financial assets at fair value through profit or loss of approximately HK$110.0 million for the year ended 30 June 2018 in the securities investments business segment; and (v) the statement set forth in this announcement which read as follows, the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (includes impairment losses of goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the securities brokerage business segment as a result of the cessation of the Securities Brokerage Segment) (collectively, the “ Estimates ”).

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The IE China Disposal, CNEF Disposal and GET Disposal were completed before 30 June 2018 and the relevant gains/losses on such disposals were subsequently recorded in the unaudited management accounts of the securities investments business segment for the year ended 30 June 2018.

The Estimates were made by the Directors based on the unaudited management accounts of the securities investments and securities brokerage business segment of the Group for the year ended 30 June 2018, which were prepared on a basis consistent in all material respects with the accounting policies normally adopted by the Group as set out in its annual report for the year ended 30 June 2017 and the new or revised accounting standards issued that are effective for accounting period beginning on 1 July 2017 where applicable. No assumptions were involved in the making of the Estimates as the Estimates relate to a period already ended.

As the Estimates constitute profit forecasts under Rule 10 of the Takeovers Code and would need to be reported on by both the Company’s financial adviser and its accountants or auditors in accordance with Rule 10.4 of the Code. The Estimates have been reported on by Red Sun Capital Limited (“ Red Sun ”) (the independent financial adviser to the Company) and Crowe (HK) CPA Limited (“ Crowe ”) (the auditors of the Company) in accordance with Rule 10 of the Takeovers Code. Their respective reports have been lodged with the Executive and are set out at the end of this announcement.

Each of Red Sun and Crowe has given and has not withdrawn its consent to the issue of this announcement with the inclusion of its report and references to its name and logo in the form and context in which they respectively appear.

As the Company is still in the process of finalising its annual results for the year ended 30 June 2018, the information contained in this announcement is based only on the preliminary assessment by the management according to the information currently available to it and is not based on any figures or information that has been audited or reviewed by the auditors or the audit committee of the Company. There may be adjustments following review and finalization of the consolidated management accounts of the Group by the Board. The annual results announcement of the Group for the year ended 30 June 2018 is expected to be published in late September 2018.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

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

Hong Kong, 22 August 2018

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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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

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The following is the text of a report received from Crowe (HK) CPA Limited, addressed to the Directors and prepared for the sole purpose of inclusion in this announcement.

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22 August 2018

The Board of Directors Universe International Financial Holdings Limited 18/F., Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

Dear Sirs,

UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED (THE “COMPANY”) AND ITS SUBSIDIARIES (COLLECTIVELY REFERRED TO AS THE “GROUP”)

Profit estimate for the year ended 30 June 2018

We refer to the Estimates (as defined in the following statement below) set forth in the announcement issued by the Company dated 22 August 2018 (the “ Announcement ”). The Estimates have been prepared to enable the directors of the Company to make the following statement in the Announcement.

“References are made to (i) the Company’s announcement dated 11 January 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited gain (before deducting stamp duty and related expenses) of approximately HK$1.81 million from the disposal of 158,420,000 shares of Interactive Entertainment China Cultural Technology Investments Limited on the open market of the Stock Exchange (“ IE China Disposal ”); (ii) the Company’s announcement dated 11 January 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (before deducting stamp duty and related expenses) of approximately HK$6.75 million from the disposal of 132,400,000 shares of China New Economy Fund Limited on the open market of the Stock Exchange (“ CNEF Disposal ”); (iii) the Company’s announcement dated 14 May 2018, whereby it set out, among others, that the Directors expect to recognise an unaudited loss (exclusive of transaction costs) of approximately HK$15.91 million from the disposal of 74,074,500 shares of GET Holdings Limited on the open market of the Stock Exchange (“ GET

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Disposal ”); (iv) the Company’s announcement dated 10 July 2018, whereby it set out, among others, that the Group is expected to record a fair value loss arising from the change in fair value of financial assets at fair value through profit or loss of approximately HK$110.0 million for the year ended 30 June 2018 in the securities investments business segment; and (v) the statement set forth in this announcement which read as follows, the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (includes impairment losses of goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the securities brokerage business segment as a result of the cessation of the Securities Brokerage Segment) (collectively, the “ Estimates ”).”

Directors’ Responsibilities

The Estimates have been prepared by the directors of the Company based on the unaudited management accounts of the securities investments business segment and securities brokerage business segment of the Group for the year ended 30 June 2018, which were prepared on a basis consistent in all material respects with the accounting policies normally adopted by the Group as set out in its annual report of the Group for the year ended 30 June 2017 and the new or revised accounting standards issued that are effective for accounting period beginning on 1 July 2017 where applicable.

The Company’s directors are solely responsible for the Estimates.

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Control 1 “Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements” issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion on the accounting policies and calculations of the Estimates based on our procedures.

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We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 500, “Reporting on Profit Forecasts, Statements of Sufficiency of Working Capital and Statements of Indebtedness” and with reference to Hong Kong Standard on Assurance Engagements 3000 (Revised), “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” issued by the HKICPA. Those standards require that we plan and perform our work to obtain reasonable assurance as to whether, so far as the accounting policies and calculations are concerned, the Company’s directors have properly compiled the Estimates in accordance with the basis adopted by the directors and as to whether the Estimates are presented on a basis consistent in all material respects with the accounting policies normally adopted by the Group. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.

Opinion

In our opinion, so far as the accounting policies and calculations are concerned, the Estimates have been properly compiled in accordance with the basis adopted by the directors as set out in the Announcement and are presented on a basis consistent in all material respects with the accounting policies normally adopted by the Group as set out in the annual report of the Group for the year ended 30 June 2017 and the new or revised accounting standards issued that are effective for accounting period beginning on 1 July 2017 where applicable.

Yours faithfully,

Crowe (HK) CPA Limited

Certified Public Accountants Hong Kong

Chan Wai Dune, Charles Practising Certificate Number P00712

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The following is the text of a report received from Red Sun Capital Limited, addressed to the Directors and prepared for the sole purpose of inclusion in this announcement.

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22 August 2018

The Board of Directors Universe International Financial Holdings Limited 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

Dear Sirs,

Reference is made to the announcement issued by the Company dated 22 August 2018 (the “ Announcement ”), of which this letter forms part. Unless the context otherwise requires, all capitalised terms used herein shall have the same meanings as those defined in the Announcement.

We refer to the Estimates set forth in the Announcement for which the Directors are solely responsible. We note that the Estimates are regarded as profit forecasts pursuant to Rule 10 of the Takeovers Code.

We have obtained and reviewed supporting documents in relation to the Estimates which the Directors are solely responsible for including (i) the calculation in relation to the unaudited gain and loss on the disposal of shares of the listed companies in Hong Kong; (ii) the monthly statements of the Group’s securities investment accounts for the year ended 30 June 2018; (iii) the business valuation report issued by an independent professional qualified valuer which is not connected with the Group in relation to the appraisal of fair value of shares of a Hong Kong listed company (in relation to the fair value loss arising from the change in fair value of financial assets at fair value through profit or loss for the year ended 30 June 2018 in the securities investment business segment as stated in the Estimates) as at 30 June 2018 as it cannot be measured using its quoted price in an active market due to the suspension of trading on its shares by the Stock Exchange since 24 November 2017; and (iv) the unaudited management accounts of the securities investments and the securities brokerage business segment of the Group for the year ended 30 June 2018 and discussed with the Directors and the senior management of the Company the information and documents provided by the Directors.

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In particular, we have reviewed the following documents:

• (i) for the IE China Disposal, CNEF Disposal and GET Disposal, we have reviewed the unaudited management accounts of securities investments including the workings, calculation and the monthly statements of the Group’s securities investment accounts in calculating the estimated gains/(losses) on such disposal;

• (ii) for the Company’s announcement dated 10 July 2018, whereby it set out, among others, that the Group is expected to record a fair value loss arising from the change in fair value of financial assets at fair value through profit or loss of approximately HK$110.0 million for the year ended 30 June 2018 in the securities investments business segment, we have reviewed the unaudited management accounts of securities investments business segment including the workings, calculation and monthly statements of the Group’s securities investment accounts and the business valuation report issued by an independent professional qualified valuer which is not connected with the Group in relation to the appraisal of fair value of shares of a Hong Kong listed company (in relation to the fair value loss arising from the change in fair value of financial assets at fair value through profit or loss for the year ended 30 June 2018 in the securities investment business segment as stated in the Estimates) as at 30 June 2018 as it cannot be measured using its quoted price in an active market due to the suspension of trading in its shares on the Stock Exchange since 24 November 2017; and

• (iii) for the statement set forth in the paragraph headed “Update on the Performance of Securities Brokerage Business Segment” of this announcement whereby it set out, among others, that the Group is expected to record a revenue from the Securities Brokerage Segment of approximately HK$9.6 million for the year ended 30 June 2018 and is expected to record a loss from the Securities Brokerage Segment in the range of approximately HK$41.7 million to approximately HK$59.7 million for the year ended 30 June 2018 (includes impairment losses of goodwill of approximately HK$28.1 million and intangible assets of approximately HK$11.4 million in relation to the securities brokerage business segment as a result of the cessation of the Securities Brokerage Segment), we have reviewed the unaudited management accounts of Securities Brokerage Segment including the provision of impairment loss of goodwill of approximately HK$28.1 million and the provision of impairment loss of intangible assets of approximately HK$11.4 million as a result of the cessation of the Securities Brokerage Segment.

Besides, we have also reviewed and discussed with the Directors and the reporting accountants of the Company regarding the basis adopted by the Directors upon which the Estimates have been calculated and the accounting policies and calculations adopted in arriving at the Estimates.

The Estimates were made by the Directors based on the unaudited management accounts of the securities investments and securities brokerage business segment of the Group for the year ended 30 June 2018.

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Based on the above, we are satisfied that the Estimates, has been made with due care and consideration.

For the purpose of this letter, we have relied on and assumed the accuracy and completeness of all information provided to us. We have not assumed any responsibility for independently verifying the accuracy and completeness of such information or undertaken any independent evaluation or appraisal of any of the assets or liabilities of the Group. Save as provided in this letter, we do not express any other opinion or views on the Estimates.

Your faithfully, For and on behalf of Red Sun Capital Limited Robert Siu Managing Director

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