Universal Technologies Holdings Limited — Capital/Financing Update 2019

Apr 17, 2019

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.

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)

(I) REVISED TIMETABLE FOR THE RIGHTS ISSUE AND THE PLACING;

(II) REVISED BOOK CLOSURE DATE AND RECORD DATE FOR THE RIGHTS ISSUE; (III) EXTENSION OF LONG STOP DATE OF THE ACQUISITION AGREEMENT; AND

(IV) SUPPLEMENTAL PLACING AGREEMENT

References are made to (i) the notice of the extraordinary general meeting (the “ EGM ”) and the circular (the “ Circular ”) of Universal Technologies Holdings Limited (the “ Company ”) dated 22 March 2019 in relation to the Acquisition, the Rights Issue, the Placing (including the Specific Mandate) and the Increase in Authorised Share Capital; and (ii) the Company’s announcements dated 9 April 2019 and 10 April 2019 regarding, among others, the postponement of the EGM (the “ Postponement ”) from 11:00 a.m. on 10 April 2019 to 11:00 a.m. on 23 April 2019 at the same venue (the “ Postponed EGM ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular.

REVISED TIMETABLE FOR THE RIGHTS ISSUE AND THE PLACING

As a result of the Postponement of the EGM, the Company hereby announces the revised timetable for the Rights Issue and the Placing (“ Revised Timetable ”) as follows (Note) :

Event 2019 Latest time for lodging forms of proxy for the purpose of the 11:00 a.m. on Sunday, 21 April 2019 Postponed EGM

Event

Expected date and time of the Postponed EGM

11:00 a.m. on Tuesday, 23 April 2019

Announcement of results of the Postponed EGM

Last day of dealings in the Shares on a cum-rights basis relating to the Rights Issue

Tuesday, 23 April Tuesday, 30 April

Commencement of dealings in the Shares on an ex-rights basis relating to the Rights Issue

9:00 a.m. on Thursday, 2 May

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2019

Event

Latest time for the Shareholders to lodge transfer of Shares in order to qualify for the Rights Issue

4:30 p.m. on Friday, 3 May

Closure of register of members of the Company for determination of entitlements to the Rights Issue (both dates inclusive)

Record Date for determining entitlements to the Rights Issue

From Monday, 6 May to Friday, 10 May Friday, 10 May

Register of members of the Company re-opens

Tuesday, 14 May

Expected dispatch date of the Prospectus Documents

Tuesday, 14 May

First day of dealings in nil-paid Rights Shares

Latest time for splitting nil-paid Rights Shares

Last day of dealings in nil-paid Rights Shares

Latest time for acceptance and payment for Rights Shares and application for excess Rights Shares

9:00 a.m. on Thursday, 16 May 4:30 p.m. on Monday, 20 May 4:00 p.m. on Thursday, 23 May 4:00 p.m. on Tuesday, 28 May

Announcement of the number of the Untaken Shares under the Rights Issue (if any) which are subject to the Placing

Commencement of the Placing of Untaken Shares (if any) by the Placing Agents on best effort basis

Latest time of the Placing of Untaken Shares by the Placing Agents

Wednesday, 29 May Thursday, 30 May Tuesday, 11 June

Long stop date for the Placing and latest time for the Rights issue to become unconditional

6:00 p.m. on Monday, 17 June

Announcement of the allotment results of the Rights Issue and the Placing to be posted on the websites of the Stock Exchange and the Company on

Tuesday, 18 June

Certificates for fully paid Rights Shares (and refund cheques for wholly or partially unsuccessful excess applications or if the Rights Issue does not become unconditional) to be dispatched on

Wednesday, 19 June

Commencement of dealings in fully-paid Rights Shares and, if applicable, the Placing Shares

9:00 a.m. on Thursday, 20 June

Note: The Revised Timetable set out above is indicative only, is subject to changes as may be made by the Company by way of further announcement(s) and is based on the assumption that all the conditions of the Rights Issue and the Placing will be fulfilled.

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REVISED BOOK CLOSURE DATE AND RECORD DATE FOR THE RIGHTS ISSUE

The Shareholders and the investing public should note that based on the Revised Timetable, the Record Date of the Rights Issue is changed to Friday, 10 May 2019 and the register of members of the Company will be closed from Monday, 6 May 2019 until Friday, 10 May 2019, both dates inclusive, for determining entitlements for the Rights Issue. No transfer of Shares will be registered during such period.

EXTENSION OF LONG STOP DATE OF THE ACQUISITION AGREEMENT

As disclosed in the Circular, under the terms of the Acquisition Agreement, the long stop date for the fulfillment or waiver of the conditions of the Acquisition Agreement (the “ Conditions ”) was originally fixed for 31 May 2019 (or such later date as the parties may agree in writing) (the “ Acquisition Long Stop Date ”). In view of the Postponement and the Revised Timetable, on 17 April 2019, the parties to the Acquisition Agreement agreed in writing to extend the Acquisition Long Stop Date from 31 May 2019 to 31 July 2019 (or such later date as the parties may agree in writing). Save for the aforesaid, all other terms of the Acquisition Agreement remain intact and in full force and effect.

SUPPLEMENTAL PLACING AGREEMENT

In view of the Postponement and the Revised Timetable, on 17 April 2019, the Company and the Placing Agents entered into a supplemental placing agreement to adopt the consequential changes to the placing period for the Untaken Shares and the long stop date for the fulfilment of all the Placing Conditions as reflected in the Revised Timetable set out above. Save for the aforesaid, all other terms of the Placing Agreement remain intact and in full force and effect.

By Order of the Board UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Chen Jinyang Chairman

Hong Kong, 17 April 2019

As at the date of this announcement, the Board of Directors of the Company comprises four executive Directors namely Mr. Chen Jinyang (Chairman), Mr. Chau Cheuk Wah (Chief Executive Officer), Ms. Zhu Fenglian and Ms. Zhang Haimei; one non-executive Director namely Mr. Xuan Zhensheng; and three independent non-executive Directors namely Dr. Cheung Wai Bun, Charles, J.P., Mr. David Tsoi and Mr. Chao Pao Shu George.

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