Sinopec Engineering Group Co Ltd. — Regulatory Filings 2018

Aug 1, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Universe International Financial Holdings Limited.

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PIONEER ENTERTAINMENT GROUP LIMITED

(Incorporated in British Virgin Islands with limited liability)

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)

JOINT ANNOUNCEMENT

(1) CONDITIONAL AGREEMENT IN RELATION TO THE SALE AND PURCHASE OF SHARES IN UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED;

(2) PROPOSED SPECIAL DIVIDEND AND SHARE PREMIUM REDUCTION AND TRANSFER;

(3) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER BY

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);

(4) ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE OF THE COMPANY;

(5) PROPOSED CHANGE OF COMPANY NAME;

AND

(6) RESUMPTION OF TRADING IN SHARES

Financial adviser to the Offeror

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THE SALE AND PURCHASE AGREEMENT

The Company was informed by the Vendor that on 26 July 2018 (after trading hours), the Vendor, the Offeror and the Guarantor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Offeror has conditionally agreed to purchase the 251,745,000 Sale Shares, representing approximately 27.77% of the entire issued share capital of the Company as at the date of the Sale and Purchase Agreement at a consideration of HK$128,389,950 (equivalent to HK$0.51 per Sale Share). Completion is conditional upon the fulfilment of certain conditions as set out under the sub-section headed “Conditions” under the section headed “The Sale and Purchase Agreement” of this joint announcement.

PROPOSED SPECIAL DIVIDEND AND SHARE PREMIUM REDUCTION AND TRANSFER

Subject to the approval by the Shareholders by way of poll at the SGM and the Sale and Purchase Agreement becoming unconditional, the Company proposes to declare and distribute, in accordance with its Bye-laws, the Special Dividend of HK$0.30 per Share to the Qualifying Shareholders as provided for in one of the Conditions.

The Board proposes to effect the Share Premium Reduction and Transfer to give effect to the Distribution. A circular containing, among other things, further details of the Share Premium Reduction and Transfer and the Distribution, together with a notice of the SGM and the related proxy form will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

As at the date of this joint announcement, the Offeror and parties acting in concert with it hold 242,936,853 Shares, representing approximately 26.79% of the issued share capital of the Company. Immediately following Completion, the Offeror and parties acting in concert with it will be interested in 494,681,853 Shares, representing approximately 54.56% of the issued share capital of the Company as at the date of this joint announcement.

In accordance with Rule 26.1 of the Takeovers Code, immediately following Completion, the Offeror will be required to make the Offer to acquire all the Offer Shares. The Offer, if and when made, will be unconditional in all respects.

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As at the date of this joint announcement, the Company has 906,632,276 Shares in issue. The Company has no other outstanding convertible securities, warrants, options or derivatives in issue which may confer any rights to subscribe for, convert or exchange into Shares as at the date of this joint announcement.

Subject to and upon Completion, Kingston Securities, will make the Offer for and on behalf of the Offeror in compliance with the Takeovers Code on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

The Offer

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.51 in cash

The Offer Price of HK$0.51 per Offer Share under the Offer is the same as the purchase price per Sale Share payable by the Offeror under the Sale and Purchase Agreement.

The Offeror intends to maintain the listing of the Shares on the Stock Exchange after the close of the Offer.

Financial resources available to the Offeror

The maximum amount of cash payable by the Offeror to the Offer Shareholders in respect of acceptance of the Offer is approximately HK$210 million. The Offeror intends to finance and satisfy the Consideration payable under the Sale and Purchase Agreement and the maximum cash consideration payable under the Offer by its internal resources and the Loan Facility. Kingston Corporate Finance, being the financial adviser to the Offeror, is satisfied that there are sufficient financial resources available to the Offeror to satisfy the Consideration and the consideration payable upon full acceptance of the Offer.

The principal terms of the Offer are set out in the section headed “Possible Unconditional Mandatory Cash Offer” of this joint announcement.

WARNING: THE OFFER WILL ONLY BE MADE IF COMPLETION TAKES PLACE. COMPLETION IS SUBJECT TO FULFILLMENT OF THE CONDITIONS CONTAINED IN THE SALE AND PURCHASE AGREEMENT. ACCORDINGLY, THE OFFER MAY OR MAY NOT BE MADE. THE ISSUE OF THIS JOINT ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE OFFER WILL BE MADE. SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE EXTREME CAUTION WHEN DEALING IN THE RELEVANT SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

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ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE OF THE COMPANY

The Company has, pursuant to Rule 2.1 of the Takeovers Code, established the Independent Board Committee comprising Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai Jason, being all independent non-executive Directors, to advise the Offer Shareholders in respect of the Offer.

The Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Offer Shareholders in respect of the Offer, in particular, as to whether the terms of the Offer are fair and reasonable and as to acceptance of the Offer. Further announcement will be made upon the appointment of the Independent Financial Adviser.

COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, the terms of the Offer, the expected timetable of the Offer, the recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser (to be appointed) to the Independent Board Committee in respect of the Offer, should normally be posted to the Shareholders within 21 days of the date of this joint announcement.

Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the Executive’s consent is required if the making of the general offer is subject to prior fulfilment of certain pre-conditions and the pre-conditions cannot be fulfilled within the time period contemplated by Rule 8.2 of the Takeovers Code. Given that it is expected that the Conditions under the Sale and Purchase Agreement will not be satisfied within 21 days from the date of this joint announcement, an application will be made to the Executive in respect of Note 2 to Rule 8.2 of the Takeovers Code for his consent to extend the date of posting of the Composite Document to a date falling within seven days of fulfilment of the Conditions or such other date as the Executive may approve.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the existing name of the Company from “Universe International Financial Holdings Limited” to “Universe Entertainment and Culture Group Company Limited” and to adopt “寰宇娛樂文化集團有限公司” as the secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有限公司”.

The proposed Change of Company Name is subject to, among others, the passing of a special resolution by the Shareholders to approve the proposed Change of Company Name at the SGM.

RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 27 July 2018 pending the release of this joint announcement. An application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 1 August 2018.

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THE SALE AND PURCHASE AGREEMENT

The Company was informed by the Vendor that on 26 July 2018 (after trading hours), the Vendor, the Offeror and the Guarantor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Offeror has conditionally agreed to purchase the 251,745,000 Sale Shares, representing approximately 27.77% of the entire issued share capital of the Company as at the date of the Sale and Purchase Agreement at a consideration of HK$128,389,950 (equivalent to HK$0.51 per Sale Share). A summary of the major terms of the Sale and Purchase Agreement is set out below.

Date:

26 July 2018

Parties:

Vendor: Mr. Chan Wai Sing, Vincent Purchaser: Pioneer Entertainment Group Limited, being the Offeror Guarantor: Mr. Lam, being the Guarantor to the Offeror

As at the date of this joint announcement, the Offeror and parties acting in concert with it hold 242,936,853 Shares, representing approximately 26.79% of the issued share capital of the Company, and the Guarantor is the Chairman and an executive Director of the Company and the ultimate beneficial owner of the entire issued share capital of the Offeror.

Sale Shares

The Sale Shares comprise a total of 251,745,000 Shares, representing approximately 27.77% of the total issued Shares of the Company as at the date of this joint announcement. Pursuant to the terms of the Sale and Purchase Agreement, the Sales Shares will be acquired by the Offeror free from all encumbrances and with all rights attaching to them on or after the Completion Date (including the right to receive all dividends and distributions declared, made or paid on or after the Completion Date, but excluding the Special Dividend).

The Offeror shall not be obliged to complete the purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed contemporaneously with the payment of the Special Dividend. The payment of the Special Dividend will be made to all Qualifying Shareholders at the same time. Subject to the approval by the Shareholders by way of poll at the SGM and the Sale and Purchase Agreement becoming unconditional, all Qualifying Shareholders will be entitled to the Special Dividend.

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Consideration

The consideration for the Sale Shares shall be a sum of HK$128,389,950 (equivalent to HK$0.51 per Sale Share).

The consideration for the sale and purchase of the Sale Shares was agreed between the Offeror and the Vendor on an arm’s length basis, taking into account, amongst others, the financial and operating positions of the Group, the performance and trading volume of the Shares and the Special Dividend.

Conditions

Completion is conditional upon the following conditions (the “ Condition(s) ”) having been fulfilled:

• (a) the passing by the Shareholders of all necessary resolutions at the SGM in compliance with applicable laws and the Listing Rules approving, inter alia, (i) the Share Premium Reduction and Transfer; and (ii) the Distribution which shall be conditional upon the Sale and Purchase Agreement having become unconditional, and the payment of which shall take place contemporaneously with Completion; and

• (b) (i) the SFC having approved the Offeror and/or Mr. Lam and their respective associates (within the meaning of the SFO) to become a substantial shareholder(s) (within the meaning of the SFO) of China Jianxin Financial and such approval remaining in full force and effect at Completion; or (ii) evidence to the satisfaction of the Vendor that such approval is unnecessary for the transactions contemplated by this Agreement under the SFO; or (iii) the SFC having revoked the license of China Jianxin Financial to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO (as the case may be).

For the avoidance of doubt, the Conditions are incapable of being waived by either the Vendor or the Purchaser. The Vendor has undertaken that he will use his best endeavours to vote and/ or procure to vote at the SGM in favour of all the resolutions approving the proposed Share Premium Reduction and Transfer and the payment of the Special Dividend.

If all the Conditions shall not have been fulfilled on or before the Long Stop Date, then everything contained in the Sale and Purchase Agreement shall, subject to the liability of any party to the other in respect of any breaches of the terms thereof, including (without limitation) any costs incurred by the party not in default (including, without limitation, legal costs, finance costs and costs of other professional advisers in connection therewith), be automatically terminated forthwith and cease to be of any effect.

As at the date of this joint announcement, none of the Conditions has been fulfilled yet.

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Completion

Completion shall take place on the tenth Business Day following the fulfilment of the Conditions and contemporaneously with the Distribution (or such other date as the Purchaser and the Vendor may agree in writing). Further announcement(s) will be made to update the Shareholders on the Special Dividend as and when appropriate.

PROPOSED SPECIAL DIVIDEND AND SHARE PREMIUM REDUCTION AND TRANSFER

Subject to the approval by the Shareholders by way of poll at the SGM and the Sale and Purchase Agreement becoming unconditional, the Company proposes to declare and distribute, in accordance with its Bye-laws, the Special Dividend of HK$0.30 per Share to the Qualifying Shareholders as provided for in one of the Conditions.

The Record Date, which is expected to be on 13 September 2018, will fall on a date before the Completion Date and the actual payment of the Special Dividend to all Qualifying Shareholders shall be made at Completion. The Special Dividend, if approved, will be distributed based on the information of the Qualifying Shareholders on the Record Date. All Shareholders who are registered as a member of the Company in the register of members of the Company on the Record Date would be entitled to the Special Dividend, if approved. The Special Dividend, if approved, will be distributed to the Qualifying Shareholders based on the addresses of such Shareholders recorded in the register of members of the Company on the Record Date.

The Special Dividend, if approved, will be financed by the internal resources of the Group. Based on the unaudited consolidated management account of the Group currently available, the cash and bank balances of the Group amounted to approximately HK$411.8 million as at 30 April 2018.

Based on 906,632,276 Shares in issue as at the date of this joint announcement and the amount of the proposed Special Dividend of HK$0.30 per Share, the total amount of the Special Dividend, if approved, will be approximately HK$272 million.

To give effect to the Distribution, the Board proposes to put forward for approval by the Shareholders at the SGM a proposal to reduce the credit standing to the Share Premium Account. As at 30 June 2017, based on the audited financial statements of the Company, the audited amount of the Share Premium Account was HK$893,345,000.

It is proposed that:

• (i) the amount standing to the credit of the Share Premium Account be reduced by HK$893,345,000;

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• (ii) the credit arising from the share premium reduction be transferred to the Contributed Surplus Account; and

• (iii) the Board be authorised to make the Distribution of up to HK$271,989,682.80 of the amount standing to the credit of the Contributed Surplus Account, pro rata to the Shareholders, being the Special Dividend.

Conditions of the Share Premium Reduction and Transfer

The Share Premium Reduction and Transfer is conditional upon:

1. the passing of a special resolution by the Shareholders approving the Share Premium Reduction and Transfer at the SGM; and

2. compliance with section 46(2) of the Companies Act, including (a) the publication of a notice in relation to the Share Premium Reduction and Transfer in an appointed newspaper in Bermuda not more than 30 days and not less than 15 days before the Effective Date, and (b) the Board being satisfied that on the Effective Date, there are no reasonable grounds for believing that the Company is, or after the Share Premium Reduction and Transfer would be, unable to pay its liabilities as they become due.

Subject to the fulfilment of the above conditions, it is expected that the Share Premium Reduction and Transfer shall become effective on the date immediately after the date of the SGM.

Reasons for the Share Premium Reduction and Transfer and the Distribution

The Directors is proposing the Share Premium Reduction and Transfer as they consider it unnecessary to maintain the Share Premium Account at its current level. In addition, the Company is subject to restrictions under the laws of Bermuda on the use of the funds standing to the credit of the Share Premium Account which, in summary, is limited to application towards crediting as fully paid bonus shares to be issued and paying the costs arising on the issue of Shares. The Share Premium Reduction and Transfer will increase the distributable reserves of the Company and give the Company greater flexibility. The Contributed Surplus Account is a distributable reserve which is available to be applied by the Company in a more general manner as the Board may think fit, including but not limited to, payment of dividends to Shareholders, issue of bonus shares, elimination of accumulated losses and repurchase of Shares. The Board considers that the Share Premium Reduction and Transfer will enable the Company to make the Distribution, which provides the Shareholders with an opportunity to realise their investment in the Company. The Board therefore considers that the Share Premium Reduction and Transfer and the Distribution are in the interests of the Company and the Shareholders as a whole.

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Effect of the Share Premium Reduction and Transfer and the Distribution

The implementation of the Share Premium Reduction and Transfer does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or the trading arrangements concerning the Shares. Save for the expenses incurred by the Company in relation to the Share Premium Reduction and Transfer, the implementation of the Share Premium Reduction and Transfer will not, in itself, have any material adverse effect on the underlying assets, liabilities, business operations, management or financial position of the Company or the interests of Shareholders as a whole. As at the date of this joint announcement, there are no reasonable grounds for believing that the Company is, or after the Share Premium Reduction and Transfer and the Distribution would be, unable to pay its liabilities as they become due.

SGM

In connection with the Share Premium Reduction and Transfer and the Distribution, the Company will convene the SGM at which special resolution(s) will be proposed for approval by the Shareholders of the Share Premium Reduction and Transfer and the Distribution. No Shareholder is required to abstain from voting on the resolution proposed to consider and approve the Share Premium Reduction and Transfer and the Distribution.

The Company will despatch to the Shareholders a circular setting out further details of the Share Premium Reduction and Transfer and the Distribution and containing a notice of the SGM and the related proxy form as soon as practicable.

The Board wishes to remind the Shareholders that the Share Premium Reduction and Transfer and the Distribution are subject to the applicable conditions mentioned in this joint announcement, which may or may not be satisfied. Shareholders are therefore reminded to exercise caution when dealing in the securities of the Company.

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

As at the date of this joint announcement, the Offeror and parties acting in concert with it hold 242,936,853 Shares, representing approximately 26.79% of the issued share capital of the Company. Immediately following Completion, the Offeror and parties acting in concert with it will be interested in 494,681,853 Shares, representing approximately 54.56% of the issued share capital of the Company as at the date of this joint announcement.

In accordance with Rule 26.1 of the Takeovers Code, immediately following Completion, the Offeror will be required to make the Offer to acquire all the Offer Shares. The Offer, if and when made, will be unconditional in all respects.

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As at the date of this joint announcement, the Company has 906,632,276 Shares in issue. The Company has no other outstanding convertible securities, warrants, options or derivatives in issue which may confer any rights to subscribe for, convert or exchange into Shares as at the date of this joint announcement.

Subject to and upon Completion, Kingston Securities will make the Offer for and on behalf of the Offeror in compliance with the Takeovers Code on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

The Offer

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .HK$0.51 in cash

The Offer Price of HK$0.51 per Offer Share under the Offer is the same as the purchase price per Sale Share payable by the Offeror under the Sale and Purchase Agreement.

The Offeror intends to maintain the listing of the Shares on the Stock Exchange after the close of the Offer.

The Offer Price

The Offer Price of HK$0.51 per Offer Share represents:

• (a) a discount of 32.00% to the closing price of HK$0.75 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (b) a discount of approximately 25.87% to the closing price of HK$0.688 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including the Last Trading Day; and

• (c) a discount of approximately 55.26% to the unaudited consolidated net asset value of the Group of approximately HK$1.14 per Share as at 31 December 2017 calculated based on the unaudited consolidated net asset value of the Group as at 31 December 2017 of approximately HK$1,033,859,000 and 906,632,276 Shares in issue as at the date of this joint announcement.

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Highest and lowest Share price

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the six-month period immediately preceding the date of this joint announcement were HK$0.79 per Share on 10 May 2018 and HK$0.53 per Share on 5 March 2018 respectively.

Value of the Offer

As at the date of this joint announcement, there are 906,632,276 Shares in issue. There are no outstanding warrants, options, derivatives or securities convertible into Shares and the Company has not entered into any agreement for the issue of such warrants, options, derivatives or securities convertible into Shares as at the date of this joint announcement. Save as disclosed above, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement.

Assuming that there is no change in the issued share capital of the Company, on the basis of the Offer Price of HK$0.51 per Offer Share and 906,632,276 Shares in issue as at the date of this joint announcement, of which the Offeror and the parties acting in concert with it hold 242,936,853 Shares as at the date of this joint announcement, a total of 411,950,423 issued Shares (representing the Shares not already held or to be acquired by the Offeror and parties acting in concert with it) will be subject to the Offer. The Offer, based on the Offer Price, is therefore valued at approximately HK$210 million (assuming full acceptance of the Offer).

Financial resources available to the Offeror

The Offeror intends to finance and satisfy the Consideration payable under the Sale and Purchase Agreement and the maximum cash consideration payable under the Offer by its internal resources and the Loan Facility provided by Kingston Securities, a third party independent of the Offeror, which is secured by a charge over the Shares owned and to be owned by the Offeror, Mr. Lam and Globalcrest Enterprises Limited respectively (the “ Pledged Shares ”), and deposited into a securities account opened with Kingston Securities. Pursuant to the terms of the Loan Facility Letter, the Offeror shall, within three (3) Business Days upon Completion, deposit no less than HK$70 million (equivalent to the Special Dividends to which the Offeror’s existing shareholdings are entitled to) to the securities account of the Offeror opened with Kingston Securities for partial settlement of the Loan Facility, where such amount is to be paid out of the Special Dividend to be distributed by the Company and such Special Dividends payout shall take place at the same time as the Completion. Meanwhile, as the Pledged Shares have been deposited into the Offeror’s securities account opened with Kingston Securities as collaterals, the entitled Special Dividend would be deposited automatically and directly to such account by the Central Clearing and Settlement System operated by the Hong Kong Securities Clearing Company Limited. As such, there will not be any events where the Offeror fails to deposit the aforesaid HK$70 million into its securities account at Kingston Securities and it would not affect the availability of the Loan Facility of HK$340 million that had been drawn down and deposited into the Offeror’s securities account opened with Kingston Securities during the offer period (as defined under the Takeovers Code).

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Kingston Corporate Finance, being the financial adviser to the Offeror, is satisfied that there are sufficient financial resources available to the Offeror to satisfy the Consideration of approximately HK$128 million and the consideration payable upon full acceptance of the Offer of approximately HK$210 million.

Effect of accepting the Offer

The Offer, which will only be made upon Completion having taken place, will be unconditional. By accepting the Offer, the Offer Shareholders will sell their Shares free from all encumbrances and with all rights now and in the future attaching to them (including the right to receive all dividends, distributions or any return of capital declared, made or paid on or after the date on which the Offer is made other than the Special Dividend).

Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

Pursuant to the terms of Mr. Alvin Lam’s Undertaking, Mr. Alvin Lam has given an irrevocable and unconditional undertaking in favour of the Offeror not to accept the Offer in respect of the 8,530,000 Shares beneficially owned by him, representing approximately 0.94% of the issued share capital of the Company as at the date of this joint announcement.

Payment

Payment (after deducting the accepting Shareholders’ payable ad valorem stamp duty) in cash in respect of acceptances of the Offer will be made as soon as possible but in any event within seven (7) business days (as defined under the Takeovers Code) of the receipt of duly completed acceptances. Relevant documents of title must be received to render each acceptance of the Offer complete and valid.

Overseas Offer Shareholders

The availability of the Offer to any Overseas Offer Shareholders may be affected by the applicable laws and regulations of their relevant jurisdictions of residence. Overseas Offer Shareholders should observe any applicable legal and regulatory requirements and, where necessary, consult their own professional advisers in respect of the Offer. It is the responsibilities of the Overseas Offer Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offer (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due by such Overseas Offer Shareholders in respect of such jurisdictions).

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Any acceptance by any Overseas Offer Shareholder will be deemed to constitute a representation and warranty from such Overseas Offer Shareholder to the Offeror that the local laws and requirements have been complied with. The Shareholders should consult their professional advisers if in doubt.

Hong Kong stamp duty

The seller’s Hong Kong ad valorem stamp duty on acceptance of the Offer at a rate of 0.1% of the consideration payable in respect of the acceptance by the Offer Shareholders or if higher, the market value of the Offer Shares subject to such acceptance, will be deducted from the amount payable to those relevant Offer Shareholders who accept the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of the relevant Offer Shareholders who accept the Offer and pay the buyer’s Hong Kong ad valorem stamp duty in connection with the acceptance of the Offer and the transfers of the Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

Taxation advice

Offer Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offer. None of the Offeror, its concert parties, the Company, Kingston Securities, Kingston Corporate Finance and their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offer accepts any responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offer.

Dealing and interests in the Company’s securities

Save for the Sale and Purchase Agreement to which the Offeror is the party, none of the Offeror, its ultimate beneficial owners, nor parties acting in concert with any of them has dealt in any Shares, options, derivatives, warrants or other securities convertible into Shares during the sixmonth period prior to and including the date of this joint announcement.

Other arrangements

The Offeror confirmed that, save as disclosed in this joint announcement, as at the date of this joint announcement:

• (a) save for Mr. Alvin Lam’s Undertaking, the Offeror, its ultimate beneficial owners, and/or parties acting in concert with any of them have not received any irrevocable commitment to accept or reject the Offer;

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• (b) there is no outstanding derivative in respect of securities in the Company which has been entered into by the Offeror, its ultimate beneficial owners and/or any person acting in concert with any of them;

• (c) save for the Sale and Purchase Agreement, the Loan Facility Agreement and the charges over the Pledged Shares, there is no arrangement (whether by way of option, indemnity or otherwise) in relation to the shares of the Offeror or the Company and which may be material to the Offer (as referred to in Note 8 to Rule 22 of the Takeovers Code);

• (d) save for the Offeror and parties acting in concert with it which are beneficially interested in 242,936,853 Shares and the Sale Shares, none of the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them owns or has control or direction over any voting rights or rights over the Shares or convertible securities, options, warrants or derivatives of the Company;

• (e) there is no agreement or arrangement to which the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them is a party which relates to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offers;

• (f) there is no relevant security (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company which the Offeror, its ultimate beneficial owners, and/or any person acting in concert with any of them has borrowed or lent;

• (g) other than the Consideration, no consideration, compensation or benefits in whatever form has been or will be provided by the Offeror or its concert parties to the Vendor or its concert parties; and

• (h) there is no special deal (as defined under Rule 25 of the Takeovers Code) between the Offeror and its concert parties on one hand and the Vendor and its concert parties on the other hand.

INFORMATION ON THE GROUP

The Company is an investment holding company. The Group is principally engaged in video distribution, film distribution and exhibition, licensing and sub-licensing of film rights and trading, wholesaling and retailing of optical, watches and jewellery products, money lending, leasing of investment properties and securities investment.

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Financial information of the Group

Set out below is a summary of the audited consolidated financial results of the Group for the financial years ended 30 June 2016 and 30 June 2017, prepared in accordance with the Hong Kong Financial Reporting Standards, and the unaudited interim results announcement of the Company dated 27 February 2018 for the six months ended 31 December 2017:

			For the
			six months
	For the financial	year ended	ended
	30 June	30 June	31 December
	2016	2017	2017
	(audited)	(audited)	(unaudited)
	HK$’000	HK$’000	HK$’000
Revenue	151,033	231,644	57,973
Profit (loss) before tax from continuing
operation	(166,453)	(111,677)	1,476
Profit (loss) after tax	(141,876)	(114,521)	(6,070)
Profit (loss) attributable to Shareholders	(140,790)	(114,328)	(6,028)
	As at	As at	As at
	30 June	30 June	31 December
	2016	2017	2017
	(audited)	(audited)	(unaudited)
	HK$’000	HK$’000	HK$’000
Net assets	751,921	1,013,527	1,033,859

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Shareholding structure of the Company before and after Completion

The following table sets out the shareholding structure of the Company (i) as at the date of this joint announcement; and (ii) immediately after Completion:

The Offeror and parties acting in concert with it The Offeror Mr. Lam_(Note 1) Mr. Alvin Lam(Note 2) Sub-total Director Mr. Lam Kit Sun(Note 3)_ Vendor Public Shareholders Total	As at the date of this joint announcement Number of Shares Approximate % – – 234,406,853 25.85 8,530,000 0.94 242,936,853 26.79 5,920,000 0.65 251,745,000 27.77 406,030,423 44.79 906,632,276 100.00	Immediately after Completion Number of Shares Approximate % 251,745,000 27.77 234,406,853 25.85 8,530,000 0.94 494,681,853 54.56 5,920,000 0.65 – – 406,030,423 44.79 906,632,276 100.00	Immediately after Completion Number of Shares Approximate % 251,745,000 27.77 234,406,853 25.85 8,530,000 0.94 494,681,853 54.56 5,920,000 0.65 – – 406,030,423 44.79 906,632,276 100.00
			54.56 0.65 – 44.79
			100.00

Notes:

1. Among the 234,406,853 Shares, as to 200,860,000 Shares is held by Mr. Lam and as to 33,546,853 is held by Globalcrest Enterprises Limited, which in turn is owned by Central Core Resources Limited, being the trustee of a discretionary trust under which Mr. Lam is the discretionary object. As such, Mr. Lam is deemed to be interested in all 33,546,853 Shares held by Globalcrest Enterprises Limited.

2. Mr. Alvin Lam is the younger brother of Mr. Lam.

3. Mr. Lam Kit Sun is an executive Director.

4. Certain percentage figures included in this table have been subject to rounding adjustments.

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INFORMATION ON THE OFFEROR

The Offeror was incorporated in the British Virgin Islands with limited liability on 24 April 2018. The Offeror is an investment holding company and had not carried on any business since its incorporation until the entering into of the Sale and Purchase Agreement. As at the date of this joint announcement, the Offeror is wholly owned by Mr. Lam, being the chairman of the Company and an executive Director and the sole beneficial owner and the sole director of the Offeror.

OFFEROR’S INTERESTS IN SECURITIES OF THE COMPANY

As at the date of this joint announcement, the interests of Mr. Lam and Mr. Alvin Lam in the Shares are as follows:

Name Nature of Interest Mr. Lam Founder of a discretionary trust_(Note)_ Mr. Lam Beneficial owner Sub-total Mr. Alvin Lam Beneficial owner Total	No. of Shares 33,546,853 200,860,000 234,406,853 8,530,000 242,936,853	Percentage of Shareholding (Approximately) 3.70% 22.15% 25.85% 0.94% 26.79%

Note:

The trustee of the discretionary trust is Central Core Resources Limited which owns the entire issued share capital of the Globalcrest Enterprises Limited which in turn is interested in 33,546,853 Shares. Central Core Resources Limited is the trustee of a discretionary trust under which Mr. Lam is the discretionary object.

INTENTIONS OF THE OFFEROR REGARDING THE GROUP

Upon completion of the Sale and Purchase Agreement, Mr. Lam will become the controlling Shareholder and Mr. Lam intends to continue with the current businesses of the Company without material acquisition plan on any new business in the near future.

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PROPOSED CHANGE OF BOARD COMPOSITION

The Board is currently made up of eight Directors, comprising of three executive Directors and five independent non-executive Directors. As at the date of this joint announcement, the Offeror has no plan to change the composition of the Board.

Any change to the Board composition will be announced by the Company and made in compliance with the Takeovers Code and the Listing Rules.

MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror intends to maintain the listing of the Shares on the Stock Exchange after the close of the Offer and each of the Offeror and the Company will undertake to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that a sufficient public float exists for the Shares.

In the event that after the completion of the Offer, the public float of the Company falls below 25%, the Offeror and the Company will undertake to the Stock Exchange that they will take appropriate steps to restore the minimum public float as required under the Listing Rules as soon as possible following the close of the Offer to ensure that sufficient public float exists for the Shares.

The Stock Exchange has stated that if, upon closing of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the Shares, are held by the public or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend trading in the Shares until the prescribed level of public float is restored.

COMPOSITE DOCUMENT

It is the intention of the Offeror and the Company to combine the offer document and the offeree company’s board circular in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, the terms of the Offer, the expected timetable of the Offer, the recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser (to be appointed) to the Independent Board Committee in respect of the Offer, should normally be posted to the Shareholders within 21 days of the date of this joint announcement. Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the Executive’s consent is required if the making of the general offer is subject to prior fulfilment of certain pre-conditions and the pre-conditions cannot be fulfilled within the time period contemplated by Rule 8.2 of the Takeovers Code. Given that it is expected that the Conditions under the Sale and Purchase Agreement will not be satisfied within 21 days from

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the date of this joint announcement, an application will be made to the Executive in respect of Note 2 to Rule 8.2 of the Takeovers Code for his consent to extend the date of posting of the Composite Document to a date falling within seven days of fulfilment of the Conditions or such other date as the Executive may approve.

Further announcement(s) regarding the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate. Offer Shareholders are advised to review carefully the Composite Document.

ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE OF THE COMPANY

The Company has, pursuant to Rule 2.1 of the Takeovers Code, established the Independent Board Committee comprising Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai Jason, being all independent non-executive Directors, to advise the Offer Shareholders in respect of the Offer.

The Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Offer Shareholders in respect of the Offer, in particular, as to whether the terms of the Offer are fair and reasonable and as to acceptance of the Offer. Further announcement will be made upon the appointment of the Independent Financial Adviser.

DISCLOSURE OF DEALINGS

In accordance with Rule 3.8 of the Takeovers Code, the respective associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securities) of the Company and the Offeror are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

The full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below pursuant to Rule 3.8 of the Takeovers Code:

“ Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

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This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

WARNING

THE OFFER WILL ONLY BE MADE IF COMPLETION TAKES PLACE. COMPLETION IS SUBJECT TO FULFILLMENT OF THE CONDITIONS CONTAINED IN THE SALE AND PURCHASE AGREEMENT. ACCORDINGLY, THE OFFER MAY OR MAY NOT BE MADE. THE ISSUE OF THIS JOINT ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE OFFER WILL BE MADE. SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE EXTREME CAUTION WHEN DEALING IN THE RELEVANT SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the existing name of the Company from “Universe International Financial Holdings Limited” to “Universe Entertainment and Culture Group Company Limited” and to adopt “寰宇娛樂文化集團有限公司” as the secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有限公司”.

Conditions for the Change of Company Name

The proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders to approve the Change of Company Name at the SGM; and

• (ii) the approval for the Change of Company Name having been granted by of the Registrar of Companies in Bermuda.

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Subject to satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the primary name and the secondary name on the register maintained by the Registrar of Companies in Bermuda in place of the existing English name and secondary name in Chinese of the Company. Upon the primary name and the secondary name becoming effective, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

Reasons for the Change of Company Name

The Board is of the opinion that the Change of Company Name will provide the Company with a better identification and strengthen the Company’s corporate image, which will benefit the Company’s future business development. Therefore, the Board considers that the Change of Company Name is in the best interests of the Company and the Shareholders of as a whole.

Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders. Once the Change of Company Name becomes effective, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates of the Company in issue bearing the existing name of the Company will, after the Change of Company Name has become effective, continue to be effective and as documents of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

General

A circular containing, among other things, details of the Change of Company Name and a notice convening the SGM will be despatched to the Shareholders as soon as practicable. Further announcement(s) relating to the effective date of the Change of Company Name and the corresponding change in stock short names will be made by the Company as and when appropriate.

RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 27 July 2018 pending the release of this joint announcement. An application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 1 August 2018.

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DEFINITIONS

In this joint announcement unless the context otherwise requires, the following terms have the following meanings:

• “acting in concert”

has the meaning ascribed to it under the Takeovers Code

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Business Day(s)” a day (other than Saturday and days on which a tropical cyclone warning No.8 or above or a “black rainstorm warning signal” is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which the Stock Exchange is open for the transaction of business

• “Bye-laws” the bye-laws of the Company, as amended or revised from time to time

• “Change of Company Name” the proposed change of the existing name of the Company from “Universe International Financial Holdings Limited” to “Universe Entertainment and Culture Group Company Limited” and to adopt “寰宇娛樂文化集團有限公司” as the secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有 限公司”

• “China Jianxin Financial”

• China Jianxin Financial Services Limited, a company incorporated under the Laws of Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company, which is a corporation licensed to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO

• “Companies Act”

• the Companies Act 1981 of the laws of Bermuda, as amended or revised from time to time

• “Company”

• Universe International Financial Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange

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• “Completion”

• completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the Sale and Purchase Agreement

• “Completion Date”

• the date on which Completion is required to take place, which shall be on the tenth Business Day following the fulfilment of the Conditions

• “Composite Document”

• the composite offer and response document to be jointly issued by the Offeror and the Company to the Shareholders in connection with the Offer in compliance with the Takeovers Code

• “Condition(s)”

• the condition(s) precedent under the Sale and Purchase Agreement and as set out under the sub-section headed “Conditions” under the section headed “The Sale and Purchase Agreement” of this joint announcement

• “connected person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Consideration”

• the consideration of HK$128,389,950 payable by the Offeror to the Vendor pursuant to the Sale and Purchase Agreement

• “Contributed Surplus Account” the contributed surplus account of the Company

• “Director(s)” the director(s) of the Company

• “Distribution”

• the proposed distribution of up to HK$271,989,682.80 of the amount standing to the credit of the Contributed Surplus Account, pro rata to the Qualifying Shareholders, being the Special Dividend

• “Effective Date”

• the date on which the Share Premium Reduction and Transfer shall become effective which is expected to be the date immediately after the date of the SGM, subject to approval by the Shareholders of the relevant special resolution approving the Share Premium Reduction and Transfer at the SGM

• “Executive”

• the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director

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“Group”

the Company and its subsidiaries

• “Guarantor” or “Mr. Lam”

• Mr. Lam Shiu Ming, Daneil, being the Chairman and an executive Director and the sole beneficial owner and the sole director of the Offeror

• “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 Board Committee” the independent board committee of the Board, comprising Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai Jason formed for the purpose of advising the Offer Shareholders in respect of the Offer

• “Independent Financial Adviser”

• the independent financial adviser to be appointed to advise the Independent Board Committee and the Offer Shareholders in respect of the Offer

• “Kingston Corporate Finance”

• Kingston Corporate Finance Limited, the financial adviser of the Offeror in respect of the Offer, and is a licensed corporation under the SFO, licensed to carry on Type 6 (advising on corporate finance) regulated activity

• “Kingston Securities” Kingston Securities Limited, a licensed corporation under the SFO, licensed to carry on Type 1 (dealing in securities) regulated activity

• “Last Trading Day”

• 26 July 2018, the last trading day for the Shares prior to the date of this joint announcement

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Loan Facility”

• a loan facility of up to HK$340 million granted by Kingston Securities as lender to the Offeror as borrower in accordance with the terms of the Loan Facility Agreement for financing the purchase 251,745,000 Sale Shares and the Offer

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• “Loan Facility Agreement”

• the loan facility agreement entered into between Kingston Securities as lender and the Offeror as borrower dated 26 July 2018 in relation to the Loan Facility

• “Long Stop Date”

• 25 January 2019 or such other date as may be agreed between the Vendor and the Offeror in writing

• “Main Board”

• the main board maintained and operated by the Stock Exchange

• “Mr. Alvin Lam”

• Mr. Lam Siu Keung, Alvin, being the younger brother of Mr. Lam and is beneficially interested in 8,530,000 Shares as at the date of this joint announcement

• “Mr. Alvin Lam’s Undertaking” the irrevocable and unconditional undertaking given by Mr. Alvin Lam in favour of the Offeror on not to accept the Offer in respect of the 8,530,000 Shares beneficially owned by him

• “Offer”

• the possible mandatory unconditional cash offer to be made, subject to Completion, by Kingston Securities, on behalf of the Offeror, to acquire all the issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it subject to the terms to be set out in the Composite Document

• “Offeror”

• Pioneer Entertainment Group Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Lam

• “Offer Shareholder(s)” the holder(s) of Share(s), other than the Offeror and parties acting in concert with it

• “Offer Shares”

• Shares (other than those already owned or agreed to be acquired by the Offeror or parties acting in concert with it) that are subject to the Offer

• “Overseas Offer Shareholders” Offer Shareholder(s) whose address(es), as shown on the register of members of the Company, is/are outside Hong Kong

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“Qualifying Shareholders” Shareholders whose names appear on the Company’s share register or branch share register on the Record Date

• “Record Date” the date for determining the Qualifying Shareholders entitled to the Distribution (which will be a date prior to the Completion Date and on or about the fourth (4[th] ) Business Day after the date on which the Distribution having become unconditional) to be fixed by the Company, which is expected to be on 13 September 2018

• “Sale Shares” 251,745,000 Shares, representing approximately 27.77% of the total issued share capital of the Company as at the date of this joint announcement, to be sold by the Vendor to the Offeror subject to and conditional upon the terms of the Sale and Purchase Agreement, and each a Sale Share

• “Sale and Purchase Agreement”

• the conditional sale and purchase agreement dated 26 July 2018 and entered into between the Offeror, the Vendor and Mr. Lam in relation to the sale and purchase of the Sale Shares

• “SFC” the Securities and Futures Commission of Hong Kong

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “SGM” the forthcoming special general meeting of the Company to be held and convened for approving, among others, the Share Premium Reduction and Transfer, the Distribution and the Change of Company Name

• “Share(s)” the share(s) of HK$0.01 (each) in the capital of the Company “Shareholder(s)” the holder(s) of Shares “Share Premium Account” the share premium account of the Company

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• “Share Premium Reduction and Transfer”

• the proposed reduction and cancellation of a sum of approximately HK$893,345,000 standing to the credit of the Share Premium Account as at 30 June 2017 and a transfer of such credit arising from the share premium reduction of approximately HK$893,345,000 to the Contributed Surplus Account to be considered and, if thought fit, passed by the Shareholders at the SGM

• “Special Dividend”

• a special dividend of HK$0.30 per Share to all the Qualifying Shareholders, which shall be conditional upon the approval of the Share Premium Reduction and Transfer at the SGM and the Sale and Purchase Agreement having become unconditional, and the payment of which shall take place contemporaneously with Completion

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• the Code on Takeovers and Mergers published by the SFC, as amended, supplemented or otherwise modified from time to time

• “Vendor”

• Mr. Chan Wai Sing Vincent, who directly held 251,745,000 Shares as at the date of the Sale and Purchase Agreement

By order of the board of director By order of the Board Pioneer Entertainment Universe International Group Limited Financial Holdings Limited Lam Shiu Ming, Daneil Lam Shiu Ming, Daneil Sole director Chairman and Executive Director

Hong Kong, 31 July 2018

As at the date of this joint announcement, the sole director of the Offeror is Mr. Lam Shiu Ming, Daneil.

As at the date of this joint announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, 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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The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Group and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror, the Vendor and parties acting in concert with any of them), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror, the Vendor and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

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