Sinopec Engineering Group Co Ltd. — Transaction in Own Shares 2018

May 14, 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)

DISCLOSEABLE TRANSACTION DISPOSAL OF LISTED SECURITIES

THE DISPOSAL

The Board wishes to announce that during the period from 27 March 2018 to 14 May 2018, the Group disposed of an aggregate of 74,074,500 GET Shares on the open market of the Stock Exchange for an aggregate consideration of approximately HK$22.56 million (exclusive of transaction costs). The average selling price of each GET Share is approximately HK$0.305. The aggregate consideration of the Disposal represented the then market price of the GET Shares.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.22 of the Listing Rules, the disposal of 48,322,500 GET Shares on the market on 14 May 2018 will be aggregated with those similar transactions entered into or completed within a 12-month period (including the disposal of 3,756,000 GET Shares on the market on 27 March 2018 and the disposal of 21,996,000 GET Shares on the market on 11 May 2018) as a single series of transactions as these transactions involve the disposal of securities in one particular company (i.e. GET).

As the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Disposal, when calculated on an aggregated basis as mentioned above, are more than 5% but is less than 25%, the Disposal constituted a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is accordingly subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

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THE DISPOSAL

The Board wishes to announce that during the period from 27 March 2018 to 14 May 2018, the Group disposed of an aggregate of 74,074,500 GET Shares on the open market of the Stock Exchange for an aggregate consideration of approximately HK$22.56 million (exclusive of transaction costs). The average selling price of each GET Share is approximately HK$0.305.

The GET Shares disposed of in the Disposal amounted to approximately 16.67% of the issued share capital of GET as at 14 May 2018.

As the Disposal was made through the open market of the Stock Exchange, the Company was not aware of the identities of the buyers of such GET Shares or of their respective principal business activities (if applicable), and accordingly, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, the buyers of such GET Shares and (if applicable) their respective ultimate beneficial owners are Independent Third Parties.

The aggregate gross proceeds of the Disposal are approximately HK$22.56 million. The selling price under the relevant disposals represented the prevailing market price of the GET Shares at the time of the relevant transactions.

Settlement of the Disposal will take place on the second trading day after the orders regarding the relevant disposals have been made.

Upon settlement of the Disposal, the Group will cease to hold any GET Shares.

INFORMATION OF GET

GET is a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the GEM (Stock code: 8100). Accordingly to publicly available information, GET is principally engaged in (i) research, development and distribution of personal computer performance software, anti-virus software, mobile phone applications and toolbar advertisements, (ii) securities investment, (iii) money lending, and (iv) provision of corporate management solutions and information technology contract services.

Certain published financial information on GET are as follows:

	For the year	For the year
	ended	ended
	31 December	31 December
	2017	2016
	HK$’000	HK$’000
Net profit/(loss) (before taxation)	(516,771)	63,415
Net profit/(loss) (after taxation)	(499,210)	34,994

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The audited asset value and net asset value of GET as at 31 December 2017 were approximately HK$705.7 million and HK$648.8 million respectively.

REASONS FOR AND BENEFITS OF THE DISPOSAL

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

In view of the recent downward trend of the share price of the GET Shares and the unsatisfactory annual result of the net loss of the GET of approximately HK$499.2 million for the year ended 31 December 2017, the Directors consider that it is the appropriate time for the Group to effect the Disposal so as to minimise the losses from its investment in the GET Shares. The Directors expect to recognise an unaudited loss (exclusive of transaction costs) of approximately HK$15.91 million from the Disposal. Shareholders should note that the actual amount of loss on the Disposal to be recorded by the Company will be subject to review by the auditors of the Company. It is expected that the proceeds from the Disposal will be used for general working capital. The Directors consider the Disposal is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Given that the Disposal was made in the open market of the Stock Exchange, the Directors (including the independent non-executive Directors) consider that all the GET Shares disposed of were sold at the then prevailing market prices and terms of the Disposal are on normal commercial terms and are fair and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.22 of the Listing Rules, the disposal of 48,322,500 GET Shares on the market on 14 May 2018 will be aggregated with those similar transactions entered into or completed within a 12-month period (including the disposal of 3,756,000 GET Shares on the market on 27 March 2018 and the disposal of 21,996,000 GET Shares on the market on 11 May 2018) as a single series of transactions as these transactions involve the disposal of securities in one particular company (i.e. GET).

As the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Disposal, when calculated on an aggregated basis as mentioned above, are more than 5% but is less than 25%, the Disposal constituted a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is accordingly subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

“Board”	the board of Directors
“Company”	Universe International Financial Holdings Limited, a
	company incorporated in Bermuda with limited liability,
	whose shares are listed on the Stock Exchange (Stock code:
	1046)
“connected person(s)”	has the meaning ascribed thereto under the Listing Rules
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of an aggregate of 74,074,500 GET Shares by
	the Group on the open market of the Stock Exchange for an
	aggregate consideration of approximately HK$22.56 million
	(exclusive of transaction costs) in a series of transactions
	during the period from 27 March 2018 to 14 May 2018
“GEM”	GEM operated by the Stock Exchange
“GET”	GET Holdings Limited智易控股有限公司, a company
	incorporated in the Cayman Islands and continued in
	Bermuda with limited liability, the shares of which are listed
	on GEM (Stock code: 8100)
“GET Share(s)”	share(s) of HK$0.01 each in the issued share capital of GET
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Third Party”	third party(ies) independent of the Company and its
	connected persons
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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“Shareholder(s)” shareholder(s) of the Company

“Stock Exchange” “%” per cent.

The Stock Exchange of Hong Kong Limited

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

Hong Kong, 14 May 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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