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Sinopec Engineering Group Co Ltd. — Regulatory Filings 2018
Feb 8, 2018
14896_rns_2018-02-08_c51a0b9a-ae27-4bf4-8dc5-4269bb93c6d6.pdf
Regulatory Filings
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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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)
CONTINUING CONNECTED TRANSACTION RELATING TO LEASING OF WYLER CENTRE PROPERTIES AND CONNECTED TRANSACTION RELATING TO THE PURCHASE OF A VEHICLE AND
PAST CONNECTED TRANSACTION RELATING TO THE PURCHASE OF A VEHICLE AND DISPOSAL OF A SUBSIDIARY
CONTINUING CONNECTED TRANSACTION
The Board announces that on 25 January 2018, UDE, an indirect wholly-owned subsidiary of the Company, entered into the Tenancy Agreement with UPI, the entire issued share capital of which is owned by Mr. Daneil Lam (the founder, the chairman of the Company and an executive Director), at a monthly rental of HK$244,000 (exclusive of Rates, Government Rent and management fee).
The monthly rental under the Tenancy Agreement was determined after arm’s length negotiation between UDE and UPI with reference to the past monthly rental and the Rental Valuation performed by RGA.
* For identification purposes only
– 1 –
CONNECTED TRANSACTION AND PAST CONNECTED TRANSACTION
The Board further announces as follows:
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(1) on 25 January 2018, Universe Watch & Jewellery, an indirect wholly-owned subsidiary of the Company, entered into SPA-Vehicle B with Mr. Alvin Lam, the general manager of the film production and the film distribution of the Group and the younger brother of Mr. Daneil Lam, for the purchase of Vehicle B from Mr. Alvin Lam for HK$118,000 with reference to a valuation performed by a motor company, an Independent Third Party;
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(2) on 4 December 2017, Universe Watch & Jewellery entered into SPA-Vehicle A with UPI, the entire issued share capital of which is owned by Mr. Daneil Lam, for the purchase of Vehicle A from UPI for a consideration of HK$1,060,000 with reference to a valuation performed by a motor company, an Independent Third Party; and
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(3) on 15 August 2017, UFH and UFD (a direct and an indirect wholly-owned subsidiary of the Company, respectively) entered into the SPA-DPP with Mr. Daneil Lam for the disposal of the entire issued share capital of DPP for a consideration of HK$294,000 with reference to the audited/unaudited net asset values of the subject companies and the valuation of the Macau Property performed by RGA.
LISTING RULES IMPLICATIONS
Pursuant to Rule 14A.81 of the Listing Rules, the entering into of the Tenancy Agreement will be aggregated with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal which were entered into/completed within a 12-month period as a single series of transactions.
Mr. Daneil Lam, who is the founder, the chairman of the Company and an executive Director, is a Connected Person. Mr. Alvin Lam is the general manager of the film production and film distribution division of the Group and the younger brother of Mr. Daneil Lam. Pursuant to Rule 14A.12(2)(a), Mr. Alvin Lam is an associate of Mr. Daneil Lam and hence also a Connected Person.
Accordingly, the entering into of the Tenancy Agreement (on an annual basis) together with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal constituted continuing connected transactions/connected transactions for the Company under the Listing Rules. As certain applicable percentage ratios for the entering into of the Tenancy Agreement (on an annual basis) together with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal are less than 5%, the entering into of the Tenancy Agreement (on an annual basis) together with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal satisfy the exemption under Rule 14A.76(2) of the Listing Rules and are only subject to the reporting, annual review and the announcement requirements, but exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
– 2 –
CONTINUING CONNECTED TRANSACTIONS
Tenancy Agreement
Date
25 January 2018
Parties
- (1) UPI as landlord
The entire issued share capital of UPI is owned by Mr. Daneil Lam
- (2) UDE as tenant
UDE is an indirect wholly-owned subsidiary of the Company and is principally engaged in distribution of films in various videogram formats in Hong Kong
Premises
The Wyler Centre Properties
Saleable Area
Approximately 13,983 square foot
Term
36 months commencing from 25 February 2018
Rental
HK$244,000 per month (exclusive of Rates, Government Rent and management fee) payable monthly
The annual rental (exclusive of Rates, Government Rent and management fee) paid by the Group to UPI in respect of the Wyler Centre Properties for the financial years ended 30 June 2015, 30 June 2016, 30 June 2017 and 7 months ended 31 January 2018 was HK$2,928,000, HK$2,928,000, HK$2,928,000 and HK$1,708,000 respectively.
– 3 –
Annual Cap
Based on the monthly rental of HK$244,000 payable under the Tenancy Agreement, the maximum aggregate amount payable under the Tenancy Agreement for the 5 months ending 30 June 2018, 12 months ending 30 June 2019, 12 months ending 30 June 2020 and 7 months ending 31 January 2021 will not exceed HK$1,220,000, HK$2,928,000, HK$2,928,000 and HK$1,708,000 respectively.
Reasons for the entering into of the Tenancy Agreement
As the Group has been using the Wyler Centre Properties since early 2000, the Directors consider that there will be considerable time and cost saving (in terms of relocation and renovation) for the Group to continue to lease the Wyler Centre Properties from UPI.
The terms of the Tenancy Agreement were arrived at after arm’s length negotiations between UDE and UPI with reference to the past monthly rental and the Rental Valuation performed by RGA as at 22 January 2018.
The Directors (except Mr. Daneil Lam who abstained from participating in the approval of the Tenancy Agreement due to his material interests therein), including the independent non-executive Directors, considered that the entering into of the Tenancy Agreement was in the ordinary and usual course of business of the Company; and the terms of the Tenancy Agreement were based on normal commercial terms and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.
CONNECTED AND PAST CONNECTED TRANSACTIONS
- A. Sale and Purchase Agreement in relation to Vehicle B
Date
25 January 2018
Parties
- (1) Mr. Alvin Lam as the vendor
Mr. Alvin Lam is the general manager of the film production and film distribution division of the Group and the younger brother of Mr. Daneil Lam
- (2) Universe Watch & Jewellery as the purchaser
Universe Watch & Jewellery is an indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding in Hong Kong and PRC
– 4 –
Subject Matter
Vehicle B
Consideration
HK$118,000 payable by way of a cheque which was arrived at after arm’s length negotiation between Mr. Alvin Lam and Universe Watch & Jewellery with reference to the original acquisition cost of Vehicle B of HK$384,330 and a valuation performed by a motor company, an Independent Third Party, on 23 January 2018 at HK$118,000.
Reasons for the SPA-Vehicle B
The Vehicle B was acquired for the daily travelling usage of the Group’s directors and staff.
The terms of the SPA-Vehicle B were arrived at after arm’s length negotiations between Mr. Alvin Lam and Universe Watch & Jewellery.
The Directors (except Mr. Daneil Lam who abstained from participating in the approval of the SPA-Vehicle B due to his material interests therein), including the independent non-executive Directors, considered that the entering into of the SPA-Vehicle B was in the ordinary and usual course of business of the Company; and the terms of the SPAVehicle B were based on normal commercial terms and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The sale and purchase of Vehicle B was completed on 25 January 2018.
B. Sale and Purchase Agreement in relation to Vehicle A
Date
4 December 2017
Parties
- (1) UPI as the vendor
The entire issued share capital of UPI is owned by Mr. Daneil Lam
- (2) Universe Watch & Jewellery as the purchaser
Universe Watch & Jewellery is an indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding in Hong Kong and PRC
– 5 –
Subject Matter
Vehicle A
Consideration
HK$1,060,000 payable by way of a cheque which was arrived at after arm’s length negotiation between UPI and Universe Watch & Jewellery with reference to the original acquisition cost of Vehicle A of HK$1,968,410.90 and a valuation performed by a motor company, an Independent Third Party, on 13 November 2017 at HK$1,060,000.
Reasons for the SPA-Vehicle A
The Vehicle A was acquired for the daily travelling usage of the Group’s directors and staff.
The terms of the SPA-Vehicle A were arrived at after arm’s length negotiations between UPI and Universe Watch & Jewellery.
The Directors (except Mr. Daneil Lam who abstained from participating in the approval of the SPA-Vehicle A due to his material interests therein), including the independent non-executive Directors, considered that the entering into of the SPA-Vehicle A was in the ordinary and usual course of business of the Company; and the terms of the SPAVehicle A were based on normal commercial terms and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The sale and purchase of Vehicle A was completed on 4 December 2017.
- C. Sale and Purchase Agreement in relation to the Entire Issued Share Capital of DPP
Date
15 August 2017
Parties
- (1) UFH and UFD as the vendors
UFH and UFD are direct and indirect wholly-owned subsidiaries of the Company, respectively
- (2) Mr. Daneil Lam as the purchaser
– 6 –
Sale and Purchase
The asset disposed of under the SPA-DPP is the entire issued share capital of DPP. The principal asset of DPP consists of 40% interests in the entire registered capital of Sun Billion, a company incorporated under the laws of Macau as a private limited liability company. The principal business of Sun Billion is investment of land and property in Macau and the principal asset of Sun Billion consists of the holding of the Macau Property.
The Macau Property comprises a parcel of land with a total registered site area of approximately 828.8 square foot and it was still under development at the time of the DPP Disposal. The estimated total construction cost for the completion of the development is approximately HK$4,300,000 of which HK$2,660,000 has been spent as at 30 June 2017. The following are the financial information of DPP and Sun Billion for the two years ended 30 June 2016 and 30 June 2017 and the period from 1 July 2017 to 15 August 2017.
DPP
| (Loss) before tax and extraordinary items (Loss) after tax and extraordinary items Total assets Net (liabilities) |
Year ended 30 June 2016 HK$ (2,385) (2,392) As at 30 June 2016 HK$ 10,567,372 (2,173) |
Year ended 30 June 2017 HK$ (2,410) (2,415) As at 30 June 2017 HK$ 10,565,862 (4,588) |
Period from 1 July 2017 to 15 August 2017 HK$ – – As at 15 August 2017 HK$ 10,565,863 (4,587) |
|---|---|---|---|
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Sun Billion
| Profit/(loss) before tax and extraordinary items Profit/(loss) after tax and extraordinary items Total assets Net assets |
Year ended 30 June 2016 HK$ 214 214 As at 30 June 2016 HK$ 28,582,815 119,540 |
Year ended 30 June 2017 HK$ (3,762) (3,762) As at 30 June 2017 HK$ 27,229,538 115,778 |
Period from 1 July 2017 to 15 August 2017 HK$ – – As at 15 August 2017 HK$ 27,229,538 115,778 |
|---|---|---|---|
- After fair value adjustment to the Macau Property according to valuation performed by RGA, the total asset and net assets of Sun Billion shall be adjusted to HK$27,846,943 and HK$733,183 respectively
Consideration
HK$294,000 payable by way of a cheque which was arrived at after arm’s length negotiation between UFH and UFD on the one part and Mr. Daneil Lam on the other part after taking into account (1) the unaudited net liabilities of DPP of HK$4,587 as at 15 August 2017; (2) the unaudited net asset value of Sun Billion of approximately HK$733,183 as at 15 August 2017 (after fair value adjustment to the Macau Property according to valuation performed by RGA); and (3) the valuation of the Macau Property at HK$26,800,000 as at 30 June 2017 performed by RGA.
Reasons for the DPP Disposal
The Directors considered that the DPP Disposal would reduce the debt of the Group as DPP owed approximately HK$10.57 million to Mr. Daneil Lam prior to the completion of the DPP Disposal, and save the further capital expenditure in developing the Macau Property in the future. In addition, after the completion of the DPP Disposal, the Group has recorded a gain on disposal of HK$248,501.
The terms of the SPA-DPP were arrived at after arm’s length negotiations between UFH and UFD on the one part and Mr. Daneil Lam on the other part.
– 8 –
The Directors (except Mr. Daneil Lam who abstained from participating in the approval of the SPA-DPP due to his material interests therein), including the independent nonexecutive Directors, considered that the entering into of the SPA-DPP was in the ordinary and usual course of business of the Company; and the terms of the SPA-DPP were based on normal commercial terms and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The sale and purchase of the entire issued share capital of DPP was completed on 15 August 2017 and DPP ceased to be a subsidiary of the Company immediately after the completion.
INFORMATION OF THE PARTIES
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.
UPI is principally engaged in investment holding in Hong Kong and its entire issued share capital is owned by Mr. Daneil Lam.
UDE is an indirect wholly-owned subsidiary of the Company and is principally engaged in distribution of films in various videogram formats in Hong Kong.
Universe Watch & Jewellery is an indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding in Hong Kong and PRC.
UFH is a direct wholly-owned subsidiary of the Company and is principally engaged in investment holding in Hong Kong.
UFD is an indirect wholly-owned subsidiary of the Company and is principally engaged in sub-licensing of film rights and television series, film exhibition and leasing of investment properties in Hong Kong.
LISTING RULES IMPLICATIONS
Pursuant to Rule 14A.81 of the Listing Rules, the entering into of the Tenancy Agreement will be aggregated with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal which were entered into/completed within a 12-month period as a single series of transactions.
Mr. Daneil Lam, who is the founder, the chairman of the Company and an executive Director, is a Connected Person. Mr. Alvin Lam is the general manager of the film production and film distribution division of the Group and the younger brother of Mr. Daneil Lam. Pursuant to Rule 14A.12(2)(a), Mr. Alvin Lam is an associate of Mr. Daneil Lam and hence also a Connected Person.
– 9 –
Accordingly, the entering into of the Tenancy Agreement (on an annual basis) together with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal constituted continuing connected transactions/connected transactions for the Company under the Listing Rules. As certain applicable percentage ratios for the entering into of the Tenancy Agreement (on an annual basis) together with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal are less than 5%, the entering into of the Tenancy Agreement (on an annual basis) together with the acquisitions of Vehicle A and Vehicle B and the DPP Disposal satisfy the exemption under Rule 14A.76(2) of the Listing Rules and are only subject to the reporting, annual review and the announcement requirements, but exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Suffice it to say that (1) each of the entering into of the Tenancy Agreement, the acquisition of Vehicle A, the acquisition of Vehicle B and the DPP Disposal as a standalone transaction; (2) the acquisition of Vehicle A and the DPP Disposal aggregated together; and (3) the acquisition of Vehicle A, the acquisition of Vehicle B and the DPP Disposal aggregated together, would have been fully exempted under Rule 14A.76(1) as the relevant considerations and applicable percentage ratios thereunder are less than HK$3,000,000 and less than 5% respectively.
DEFINITIONS
In this announcement unless the context otherwise requires, the following terms have the following meanings:
| “associate(s)” | has the meaning ascribed to it in the Listing Rules |
|---|---|
| “Board” | the board of Directors |
| “Company” | Universe International Financial Holdings Limited, a company |
| incorporated in Bermuda with limited liability and the Shares | |
| are listed on the Stock Exchange | |
| “Connected Person” | has the meaning given to it under the Listing Rules |
| “Director(s)” | the director(s) of the Company |
| “DPP” | Digital Programme Production Limited (數碼節目製作有限公 |
| 司), a company incorporated under the laws of Hong Kong with | |
| limited liability | |
| “DPP Disposal” | the disposal of the entire issued share capital of DPP by |
| UFH and UFD to Mr. Daneil Lam pursuant to the terms and | |
| conditions of the SPA-DPP | |
| “Group” | the Company and its subsidiaries |
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| “HK$” | 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 | independent third party(ies) who is/are not connected with |
| Party(ies)” | any Director, chief executive or substantial shareholder of the |
| Company or any of its subsidiaries or their respective associates | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange as amended, supplemented or otherwise modified | |
| from time to time | |
| “Macau” | the Macau Special Administrative Region of the People’s |
| Republic of China | |
| “Macau Property” | a piece of land located at Rua Ho Lin Vong nºs14-20, Taipa, |
| Macau, Descrições nºs6095 e 6096 (PPF) (NE-Rua Ho Lin | |
| Vong nºs21-23 (nº6097); SE-Rua do Retiro nºs14-16 (nº6083); | |
| SW-Rua Ho Lin Vong nºs5-11 (nºs6100 e nº6101); NW-Rua Ho | |
| Lin Vong), Taipa, Macau | |
| “Mr. Alvin Lam” | Mr. Lam Shiu Keung, Alvin, the general manager of the film |
| production and film distribution division of the Group and the | |
| younger brother of Mr. Daneil Lam | |
| “Mr. Daneil Lam” | Mr. Lam Shiu Ming, Daneil, the founder, chairman of the |
| Company and an executive Director | |
| “PRC” | the People’s Republic of China excluding Hong Kong, Macau |
| and Taiwan for the purposes of this announcement | |
| “Rental Valuation” | HK$244,000 per month, being the market rent of the Wyler |
| Centre Properties as at 22 January 2018 performed by RGA | |
| “RGA” | Ravia Global Appraisal Advisory Limited, an independent |
| qualified valuer | |
| “Shares” | the shares of HK$0.01 each in the share capital of the Company |
| “Shareholders” | holders of Shares |
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| “SPA-DPP” | the sale and purchase agreement dated 15 August 2017 between |
|---|---|
| UFH and UFD on the one part as vendors and Mr. Daneil | |
| Lam on the other part as purchaser in relation to the sale and | |
| purchase of the entire issued share capital in DPP | |
| “SPA-Vehicle A” | the sale and purchase agreement dated 4 December 2017 |
| between UPI as vendor and Universe Watch & Jewellery as | |
| purchaser in relation to the sale and purchase of Vehicle A | |
| “SPA-Vehicle B” | the sale and purchase agreement dated 25 January 2018 between |
| Mr. Alvin Lam as vendor and Universe Watch & Jewellery as | |
| purchaser in relation to the sale and purchase of Vehicle B | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Sun Billion” | Sun Billion Property Limited (陽澳置業有限公司), a company |
| incorporated under the laws of Macau as a private limited | |
| liability company | |
| “Tenancy Agreement” | the tenancy agreement dated 25 January 2018 entered into |
| between UPI as landlord and the UDE as tenant on terms as set | |
| out therein | |
| “UDE” | Universe Digital Entertainment Limited (寰宇數碼娛樂有限公 |
| 司), a company incorporated under the laws of Hong Kong with | |
| limited liability and an indirect wholly-owned subsidiary of the | |
| Company | |
| “UFD” | Universe Films Distribution Company Limited (寰宇影片發 |
| 行有限公司), a company incorporated under the laws of Hong | |
| Kong with limited liability and an indirect wholly-owned | |
| subsidiary of the Company | |
| “UFH” | Universe Films (Holdings) Limited, a company incorporated |
| under the laws of the British Virgin Islands with limited | |
| liability and a direct wholly-owned subsidiary of the Company | |
| “Universe Watch & | Universe Watch & Jewellery Group Company Limited (寰宇鐘 |
| Jewellery” | 錶集團有限公司), a company incorporated under the laws of |
| Hong Kong with limited liability and an indirect wholly-owned | |
| subsidiary of the Company |
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“UPI” Universe Property Investment Limited (寰宇物業投資有限公 司), a company incorporated under the laws of Hong Kong with limited liability and the entire issued share capital of which is owned by Mr. Daneil Lam
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“Vehicle A”
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a “Mercedes Benz” brand private vehicle manufactured in 2014
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“Vehicle B”
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a “Toyota” brand private vehicle manufactured in 2009
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“Wyler Centre Properties”
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Unit 1 on 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong and Car Parking Spaces Nos.1, 24, 25, 26 & 41 on 2nd Floor, Wyler Centre Phase II, 192–200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
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“%”
per cent
By Order of the Board Universe International Financial Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director
Hong Kong, 8 February 2018
- As at the date of this announcement, the executive Directors are Mr. Daneil Lam, 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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