Universal Technologies Holdings Limited — M&A Activity 2015

Apr 1, 2015

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)

INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING

This announcement is made by Universal Technologies Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

BACKGROUND

The board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that after the trading hours on 1 April 2015, the Company entered into a memorandum of understanding (“ MOU ”) with Hongshun Shiye Development Company Limited*（弘舜實業發展有限公司）(“ Hongshun Shiye ”) in respect of a proposed acquisition (the “ Acquisition ”) of the controlling interest in a wholly-owned subsidiary of Hongshun Shiye (the “ Target Company ”) (including the water supply business and relevant assets held by the Target Company).

• for identification purpose only

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MOU

The principal terms of the MOU include:

Due diligence: Upon execution of the MOU by the parties thereto, the Company shall carry out the due diligence review on the Target Company and other business entities involved in the Acquisition and their respective assets, business operations and documents, with due regard to the applicable legal, tax and regulatory requirements (the “ Due Diligence ”). Hongshun Shiye shall use its best endeavor to provide and to procure the Target Company to provide assistance in the Due Diligence.

Consideration: The Company and Hongshun Shiye shall discuss the consideration for the Acquisition after completion of the Due Diligence. Costs: Parties to the MOU shall bear their respective costs incurred as a result of the Acquisition (including the legal and other professional fees). Exclusivity: Hongshun Shiye agrees to provide the Company with an exclusivity period of 6 months commencing from the date of the MOU (or such longer period as the parties may agree in writing) (the “ Exclusivity Period ”), during which, the parties to the MOU shall negotiate with each other in good faith with the aim of agreeing and entering into a binding formal agreement (the “ Definitive Agreement ”). The Company shall have the exclusive rights to negotiate with Hongshun Shiye for the Acquisition.

• Confidentiality: Each of the parties to the MOU shall maintain in strict confidence in respect of the terms of the MOU. Save as (i) having obtained the written consents by both parties to the MOU, (ii) in accordance with relevant laws or regulations (including the Listing Rules), or (iii) for the purpose of seeking advice from legal or professional advisers of the parties to the MOU, none of the parties to the MOU shall divulge to any individual or third party any information of the MOU.

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The Company undertakes that it will maintain confidentiality in respect of the information about the Target Company obtained during the Due Diligence, and will indemnify Hongshun Shiye any loss (if any) caused by failing to maintain confidentiality of the relevant information negligently.

Non legally-binding:

• The MOU does not intend to be legally-binding and shall not constitute the entire legal agreement or commitment between the parties on the transactions contemplated under the MOU (including the Acquisition), except for the provisions regarding confidentiality, exclusivity, termination, costs and governing law under the MOU.

Termination:

• Save as the provisions regarding confidentiality, exclusivity and governing law under the MOU, the MOU shall be terminated upon the execution of the Definitive Agreement. In the event that the Definitive Agreement has not been entered into between the parties within the Exclusivity Period, either the Company or Hongshun Shiye may terminate the MOU forthwith by sending a notice to the other.

Governing law: The MOU shall be governed by and construed in accordance with the laws of Hong Kong.

INFORMATION OF HONGSHUN SHIYE

The ultimate beneficial owners of Hongshun Shiye are Mr. Yang Zhimao and Ms. Zhu Fenglian. 80% and 20% of the entire equity interest in Ever City Industrial Development Limited (“ Ever City ”) are held by Mr. Yang Zhimao and Ms. Zhu Fenglian respectively. Pursuant to the Securities and Futures Ordinance, Ever City is deemed to be interested in 510,380,000 shares of HK$0.01 each in the issued share capital of the Company, representing approximately 24.65% of the entire issued capital of the Company. As a result, Hongshun Shiye is a connected person of the Company under the Listing Rules. The Acquisition, if materialises, shall be subject to the provisions of the Listing Rules, including but not limited to Chapters 14 and 14A thereof.

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INFORMATION OF THE TARGET COMPANY

The principal activity of the Target Company is investment holding. The principal business activities of its subsidiaries includes (1) engaging in water supply services in Qingyuan, the PRC; (2) providing water quality testing services; and (3) owning a 12-storey office building in Qingyuan, the PRC.

INFORMATION OF THE GROUP

The principal activity of the Company is investment holding. Its subsidiaries are principally engaged in investment holding, provision of payment solutions and related services, system integration and technical platform services, timber trading and furniture manufacturing, property investment and building management.

The Board is of the view that the Acquisition under the MOU, if materializes, will promote business diversification and broaden the income basis of the Company and will be in the interest of the Company and its shareholders as a whole.

GENERAL

The Board wishes to emphasize that the MOU may or may not lead to the entering into of the Definitive Agreement and the Acquisition may or may not proceed. In the event that the Definitive Agreement materialises, the transaction contemplated thereunder may constitute a notifiable and connected transaction of the Company under Chapters 14 and 14A of the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate.

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Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Chen Jinyang Chairman

Hong Kong, 1 April 2015

As at the date of this announcement, the Board comprises:

Executive Directors:

• Mr. Chen Jinyang (Chairman)

• Mr. Chau Cheuk Wah (Chief Executive Officer)

• Mr. Chen Runqiang

• Mr. Chow Cheuk Lap

• Mr. Zhou Jianhui

Non-Executive Director:

Ms. Fan Man Yee, Alice

Independent Non-Executive Directors:

• Dr. Cheung Wai Bun, Charles, J.P.

• Mr. David Tsoi

• Mr. Chan Chun Kau

• Mr. Chao Pao Shu, George

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