Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2011

Sep 29, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Universal Technologies Holdings Limited (the ‘‘Company’’), you should at once hand this circular with the enclosed form of proxy to the purchaser or the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 2 to 4 of this circular.

A notice convening the extraordinary general meeting of Universal Technologies Holdings Limited to be held at Units 231–233, Building 2, Phase One, No. 1 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, at 11 a.m. on Monday, 24 October 2011 is set forth on pages 5 to 6 of this circular.

Whether or not you are able to attend the extraordinary general meeting in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with Hong Kong Registrars Limited, the branch share registrar and transfer office of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

30 September 2011

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Proposed change of Company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

– i –

DEFINITIONS

In this circular (other than in the notice of EGM), unless the context otherwise requires, the following expressions have the following meanings:

‘‘Articles of	the articles of association of the Company
Association’’
‘‘Board’’	the board of Directors
‘‘Change of Company	the proposed change of the Company’s name from ‘‘Universal
Name’’	Technologies Holdings Limited 環球實業科技控股有限公司’’ to
	‘‘Universal Payment Holdings Limited 環球支付控股有限公司’’
‘‘Company’’	Universal Technologies Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	issued Shares of which are listed on the Stock Exchange
‘‘Director(s)’’	the director(s) of the Company
‘‘EGM’’	the extraordinary general meeting of the Company	to be
	convened and held at Units 231–233, Building 2, Phase One,
	No. 1 Science Park West Avenue, Hong Kong Science	Park,
	Shatin, New Territories, Hong Kong, at 11 a.m. on Monday, 24
	October 2011 to consider and, if appropriate, to approve the
	resolution as set out in the notice of EGM on pages 5 to 6	of this
	circular
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the	Stock
	Exchange
‘‘Memorandum’’	the memorandum of association of the Company
‘‘PRC’’	The People’s Republic of China
‘‘Share(s)’’	ordinary share(s) of HK$0.01 each in the share capital	of the
	Company
‘‘Shareholder(s)’’	holder(s) of Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘HK$’’	Hong Kong dollars, being the lawful currency of Hong Kong
‘‘%’’	per cent.

– 1 –

LETTER FROM THE BOARD

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)

Executive Directors: Mr. Lau Yeung Sang (Chairman) Mr. Liu Ruisheng Madam Luan Yumin Madam Ren Lili Mr. Chang Hung Lun

Registered Office: Cricket Square Hutchins Drive P.O.Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director: Mr. Chow Cheuk Lap

Independent Non-executive Directors: Mr. Meng Lihui Mr. Fong Heung Sang Dr. Cheung Wai Bun, Charles

Head Office and Principal Place of Business: Units 231–233, Building 2, Phase One No. 1 Science Park West Avenue Hong Kong Science Park, Shatin New Territories Hong Kong 30 September 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the special resolution to be proposed to seek approval of the Shareholders at the EGM in respect of, among other matters, the Change of Company Name.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Universal Technologies Holdings Limited’’ to ‘‘Universal Payment Holdings Limited’’ and the Chinese name of the Company from ‘‘環球實業科技控股有限公司’’ to ‘‘環球支付控股有限公司’’, subject to the conditions set out below being fulfilled.

– 2 –

LETTER FROM THE BOARD

Reasons for the Change of Company Name

In order to create a fresh new corporate image and identity for the Company as well as further promoting the business development of the Company, the Board proposes to change the name of the Company. Moreover, the Board considers that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

The proposed Change of Company Name will be subject to the following conditions:

• a. the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• b. the Registrar of Companies in the Cayman Islands granting approval for the use by the Company of the proposed new English and Chinese names.

The Change of Company Name will take effect from the date of entry of the new English and Chinese names on the register maintained by the Registrar of Companies in the Cayman Islands. The Company will then carry out all necessary filing procedures with the Registrar of Companies in Hong Kong.

Effects of the Change of Company Name

The proposed Change of Company Name will not affect any rights of the Shareholders. All existing share certificates of the Company in issue bearing the existing name of the Company shall, after the proposed Change of Company Name becoming effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and delivery for the same number of Shares in the new name of the Company. As such, no arrangement will be made for the exchange of the existing share certificates of the Company for the new share certificates bearing the Company’s new name as a result of the Change of Company Name.

Further announcement will be made by the Company when the Change of Company Name becomes effective together with the new stock short name of the Company (in both English and Chinese) as a result of the Change of Company Name.

3. EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 5 to 6 of this circular. At the EGM, a special resolution will be proposed to approve, inter alia, the Change of Company Name.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.uth.com.hk). In order to be valid, the form of proxy must be completed and signed in accordance with the instructions

– 3 –

LETTER FROM THE BOARD

printed thereon and deposited at Hong Kong Registrars Limited, the branch share registrar and transfer office of the Company, at 17M Floor, Hopewell Centre, 183, Queen’s Road East, Wan Chai, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The completion and return of the form of proxy will not preclude any Shareholder from attending and voting at the EGM or any adjournment thereof if so wished, and in such event, the form of proxy shall be deemed to be revoked.

4. VOTING BY POLL

The resolution set out in the notice of the EGM would be decided by poll in accordance with Rule 13.39(4) of the Listing Rules. The chairman would explain the detailed procedures for conducting a poll at the commencement of the EGM.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote for each Share registered in his name in the register of members of the Company. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.

After the conclusion of the EGM, the poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.uth.com.hk).

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

The Board considers that the special resolution to be proposed at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolution at the EGM.

Yours faithfully By Order of the Board UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Lau Yeung Sang Chairman

– 4 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of Universal Technologies Holdings Limited (the ‘‘Company’’) will be held at Units 231–233, Building 2, Phase One, No. 1 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong on Monday, 24 October 2011 at 11 a.m. for the purpose of considering and, if thought fit, passing the following as a special resolution, with or without amendments:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed from ‘‘Universal Technologies Holdings Limited 環球實業科技控股有限公司’’ to ‘‘Universal Payment Holdings Limited 環球支付控股有限公司’’, and the Directors be and are hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to effect the foregoing.’’

By Order of the Board UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Lau Yeung Sang Chairman

Hong Kong, 30 September 2011

Head Office and Principal Place of Business: Units 231–233, Building 2, Phase One No. 1 Science Park West Avenue Hong Kong Science Park, Shatin New Territories Hong Kong

Registered Office: Cricket Square Hutchins Drive P.O.Box 2681 Grand Cayman KY1-1111 Cayman Islands

– 5 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Any shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies (if the member is a holder of two or more shares) to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.

• (2) Where there are joint registered holders of any shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders is present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote in respect thereof.

• (3) In order to be valid, the form of proxy must be duly lodged at Hong Kong Registrars Limited, the branch share registrar and transfer office of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

• (4) Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this notice, the Board of the Company comprises the following members:

Executive Directors:

Mr. Lau Yeung Sang

Mr. Liu Ruisheng

Madam Luan Yumin

Madam Ren Lili

Mr. Chang Hung Lun

Non-executive Director:

Mr. Chow Cheuk Lap

Independent Non-executive Directors:

Mr. Meng Lihui

• Mr. Fong Heung Sang

• Dr. Cheung Wai Bun, Charles

– 6 –