Universal Technologies Holdings Limited — Capital/Financing Update 2013

Jul 23, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED （環球實業科技控股有限公司）

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1026)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Enlighten Securities Limited （名匯證券有限公司）

The Board is pleased to announce that all conditions precedent to the Placing Agreement have been fulfilled and completion of the Placing took place on 23 July 2013, whereby a total of 192,000,000 Placing Shares were successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.58 per Share.

Reference is made to the announcement of the Company dated 18 June 2013 in relation to the Placing (the “ Announcement ”). Capitalized terms used herein have the same meanings as those defined in the Announcement unless the context otherwise requires.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions precedent to the Placing Agreement have been fulfilled and completion of the Placing took place on 23 July 2013, whereby a total of 192,000,000 Placing Shares were successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.58 per Share. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, the Placees and their ultimate beneficial owners are third parties independent of and not

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connected with the Company, the directors, chief executive or substantial shareholders (as those terms are defined in the Listing Rules) of the Company or its subsidiaries and any of their respective associates (as defined in the Listing Rules). None of the Placees has become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of the Placing.

The gross proceeds from the Placing are approximately HK$111.36 million and the net proceeds from the Placing, after deducting the placing commission and other professional fees incurred by the Company in the Placing, are approximately HK$108.58 million.

SHAREHOLDING STRUCTURE OF THE COMPANY

The 192,000,000 Placing Shares represent (i) approximately 10.22% of the issued share capital of the Company immediately before completion of the Placing; and (ii) approximately 9.28% of the issued share capital of the Company as enlarged by the issue of the 192,000,000 Placing Shares.

Set out below is the shareholding structure of the Company (based on the Disclosure of Interests published on the website of the Stock Exchange and the information available to the Company) immediately before and after completion of the Placing:

Immediately beforecompletion ofthe PlacingNumber ofShares%Ever City Industrial DevelopmentLimited and Mr. Yang Zhimao(Note 1)356,000,00018.95World One Investments Limited,Mr. Lau Yeung Sang, Mr. Lau Sik Suenand Mr. Chai Ming_(Note 2)306,380,00016.31Mr. Song Tie Ming141,500,0007.53Jiu Zhou International InvestmentGroup Co., Ltd and Mr. Su Deke(Note 3)98,150,0005.23Top Nation International Limited andMr. Chow Cheuk Lap(Note 4)67,540,0003.60Mr. Chen Runqiang6,000,0000.32Mr. Zhou Jianhui6,000,0000.32Sub-total (Note 5):931,570,00049.60Public Shareholders:Placees(Note 6)_––Other public shareholders946,878,85850.40Total:1,878,448,858100.00	Immediately aftercompletion ofthe PlacingNumber ofShares%356,000,00017.19306,380,00014.80141,500,0006.8398,150,0004.7467,540,0003.266,000,0000.296,000,0000.29931,570,00044.99192,000,0009.28946,878,85845.732,070,448,858100.00	Immediately aftercompletion ofthe PlacingNumber ofShares%356,000,00017.19306,380,00014.80141,500,0006.8398,150,0004.7467,540,0003.266,000,0000.296,000,0000.29931,570,00044.99192,000,0009.28946,878,85845.732,070,448,858100.00
		44.99
		9.2845.73
		100.00

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Notes:

1. Based on the Disclosure of Interests published on the website of the Stock Exchange, Mr. Yang Zhimao is deemed to be interested in 356,000,000 Shares, comprising (a) 106,000,000 Shares directly held by his controlled corporation Ever City Industrial Development Limited; (b) 200,000,000 Shares directly held by his controlled corporation Eastcorp International Limited; and (c) 50,000,000 Shares deemed to be interested by Eastcorp International Limited in the capacity of “person having a security interest in shares”. Based on the Disclosure of Interests published on the website of the Stock Exchange, Eastcorp International Limited is owned as to 50% by Ever City Industrial Development Limited, which is in turn 80% owned by Mr. Yang Zhimao. The remaining 20% shareholding in Ever City Industrial Development Limited is owned by Ms. Zhu Fenglin, the spouse of Mr. Yang Zhimao. Pursuant to the Securities and Futures Ordinance (the “ SFO ”), Ever City Industrial Development Limited is also deemed to be interested in the entire 356,000,000 Shares because Eastcorp International Limited is deemed to be its controlled corporation.

2. Based on the Disclosure of Interests published on the website of the Stock Exchange, World One Investments Limited is deemed to be interested in 306,380,000 Shares, comprising (a) 256,380,000 Shares in the capacity of beneficial owner; and (b) 50,000,000 Shares in the capacity of “other interest”. Based on the Disclosure of Interests published on the website of the Stock Exchange, World One Investments Limited is owned as to 33.33% by each of Mr. Lau Yeung Sang, Mr. Lau Sik Suen and Mr. Chai Ming. Pursuant to the SFO, each of Mr. Lau Yeung Sang, Mr. Lau Sik Suen and Mr. Chai Ming is deemed to be interested in the entire 306,380,000 Shares because World One Investments Limited is a controlled corporation of each of them.

3. Based on the Disclosure of Interests published on the website of the Stock Exchange, Mr. Su Deke is deemed to be interested in 98,150,000 Shares, comprising (a) 21,700,000 Shares directly held by his controlled corporation Jiu Zhou International Investment Group Co., Ltd; and (b) 76,450,000 Shares directly held by his controlled corporation Harvest Dragon Holdings Limited. Based on the Disclosure of Interests published on the website of the Stock Exchange, Harvest Dragon Holdings Limited is wholly owned by Jiu Zhou International Investment Group Co., Ltd, which is in turn wholly owned by Mr. Su Deke. Pursuant to the SFO, Jiu Zhou International Investment Group Co., Ltd is also deemed to be interested in the entire 98,150,000 Shares because Harvest Dragon Holdings Limited is deemed to be its controlled corporation.

4. Top Nation International Limited is directly interested in 67,540,000 Shares. Mr. Chow Cheuk Lap is beneficially interested in 50% issued share capital of Top Nation International Limited. Pursuant to the SFO, Mr. Chow Cheuk Lap is deemed to be interested in 67,540,000 Shares.

5. The sub-total figures are calculated on the assumption that the 50,000,000 Shares deemed to be interested by Eastcorp International Limited, Ever City Industrial Development Limited and Yang Zhimao in the capacity of “person having a security interest in shares” (as disclosed in Note 1(c) above) duplicates with the 50,000,000 Shares deemed to be interested by World One Investments Limited, Mr. Lau Yeung Sang, Mr. Lau Sik Suen and Mr. Chai Ming in the capacity of “other interest” (as disclosed in Note 2(b) above).

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1. To the best of the Directors’ knowledge, the Placees and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). Therefore, the Placees are treated as public shareholders.

On behalf of the Board UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Chen Runqiang Chairman

Hong Kong, 23 July 2013

As at the date of this announcement, the Executive Directors are Mr. Chen Runqiang (Chairman), Mr. Lau Yeung Sang, Mr. Xu Hui, Mr. Zhou Jianhui and Mr. Chen Jinyang, the Non-executive Director is Mr. Chow Cheuk Lap, and the Independent Non-executive Directors are Mr. David Tsoi, Dr. Cheung Wai Bun, Charles, J.P. and Mr. Chan Chun Kau.

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