Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2014

Nov 26, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice.

If you have sold or transferred all your shares in Universal Technologies Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser(s) or the transferee(s).

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)

MAJOR TRANSACTION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial Adviser to the Company

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好盈

A notice convening the EGM (as defined in this circular) of the Company (as defined in this circular) to be held at Units 601–608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Tuesday, 16 December 2014 at 11: 00 a.m. is set out on pages 44 to 45 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time of the EGM or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

27 November 2014

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .	22
APPENDIX II — VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
APPENDIX III — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

• ‘‘Adjusted Tangible the adjusted net asset value attributable to the assets under the Value’’ Disposal to which the Board made reference, which is the aggregate amount of (i) the unaudited consolidated net asset value of the Timber Co Group, the Property Co Group and 49% proportionate interest of the Payment Co Group as at 30 June 2014 (after the Adjustments made to the Property Co Group and the Payment Co Group, respectively); and (ii) the book value of the Net Loans

• ‘‘Adjustments’’ adjustments for (i) the change in fair value of self-used properties; (ii) the deferred tax related to the change in fair value of the self-use properties; and (iii) the exclusion of any goodwill recorded therein, for the purposes of computing the unaudited consolidated net asset value of the Property Co Group and the Payment Co Group. As far as the Payment Co Group is concerned, the related goodwill was recognised upon the acquisition of certain members of the Payment Co Group by the Group in the previous years, which was recorded in the amount of approximately HK$77,097,000 as at 30 June 2014

• ‘‘Board’’

the board of Directors

• ‘‘Business Day’’ a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9: 00 a.m. and 5: 00 p.m. and is not lowered at or before 5: 00 p.m. or on which a ‘‘black’’ rainstorm warning is hoisted or remains in effect between 9: 00 a.m. and 5: 00 p.m. and is not discontinued at or before 5: 00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• ‘‘Cash Consideration’’ the cash portion of the Consideration in the amount of HK$315,480,000 payable by the Purchaser to the Vendor pursuant to the Sale and Purchase Agreement

• ‘‘Company’’

• Universal Technologies Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Main Board of the Stock Exchange (stock code: 1026)

• ‘‘Completion’’

• completion of the Disposal

• ‘‘Completion Date’’ the third Business Day after the satisfaction of the Condition, or such later date as agreed by the Parties in writing prior to Completion

– 1 –

DEFINITIONS

• ‘‘Condition’’ the condition precedent for the Completion, as set out in the paragraph headed ‘‘Condition Precedent’’ of this Circular

• ‘‘connected person(s)’’ have the meaning ascribed to it in the Listing Rules

• ‘‘Consideration’’ the total consideration for the Disposal, comprising the Cash Consideration and the VIE Tax Indemnity

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Disposal’’ the disposal of the Sale Shares by the Vendor to the Purchaser and the Loan Assignments as contemplated by the Sale and Purchase Agreement

• ‘‘Disposal Group’’ collectively, the Property Co Group and the Timber Co Group

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held at Units 601–608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Tuesday, 16 December 2014 at 11: 00 a.m. for the Shareholders to consider and, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder, or any adjournment thereof

• ‘‘EGM Notice’’ notice of the EGM

• ‘‘Encumbrances’’ any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Harvest Dragon’’ Harvest Dragon Holdings Limited, which, based on the information provided by the Purchaser, is an investment holding company incorporated in the British Virgin Islands with limited liability and is 50% owned by Mr. Lu Weisong and by Ms. Ren Lili, respectively

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ or ‘‘HK’’ Hong Kong Special Administrative Region of the PRC

• ‘‘Investment the whole of the first floor, the whole of the second floor, the Properties’’ whole of the fourth floor and the whole of the underground car park floor of the Shanghai Property, which were held by the Group for investment purposes prior to the entering into of the Sale and Purchase Agreement

– 2 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• 25 November 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• ‘‘Loan Assignments’’ collectively, the assignment of the Loans by the relevant members of the Remaining Group to the Purchaser and the assignment of the Remaining Group Loans by the relevant members of the Disposal Group to the Vendor on the terms and conditions set out in the Sale and Purchase Agreement

• ‘‘Loans’’

• collectively, the Property Co Loans and the Timber Co Loans

• ‘‘Long Stop Date’’ 31 December 2014, or such later date as agreed by the Parties in writing

• ‘‘Model Code’’

• Model Code for Securities Transactions by Directors of Listed Issuers as set out in the Appendix 10 to the Listing Rules

• ‘‘Net Loans’’

• being the amount of the Loans less the amount of the Remaining Group Loans

• ‘‘Notice 698’’

• Notice on Strengthening Administration of Enterprise Income Tax on Gain Derived from Equity Transfer Made by NonResident Enterprise promulgated by the State Taxation Bureau

• ‘‘Other Properties’’

properties owned by members of the Payment Co Group and the Timber Co Group as at the Latest Practicable Date comprising:

• i. an office unit in Shanghai owned by Shanghai Chixing Property Management Limited (a member of the Payment Co Group);

• ii. an office unit in Beijing owned by Universal ECPAY Limited (a member of the Payment Co Group); and

• iii. a residential unit in Suzhou owned by Shanghai Puluma Trading Limited (a member of the Timber Co Group),

details of which are included in the valuation report as set out in Appendix II of this circular

• ‘‘Part Payment’’

the amount of HK$30 million, being part of the Consideration payable by the Purchaser within ten (10) Business Days from the date of the EGM Notice

– 3 –

DEFINITIONS

‘‘Parties’’

collectively, the Vendor and the Purchaser, and a ‘‘Party’’ shall mean either of them

• ‘‘Payment Co’’ International Payment Solutions Holdings Limited 環球國際支付 控股有限公司, a limited liability company incorporated in Hong Kong and a wholly-owned subsidiary of the Vendor

• ‘‘Payment Co Group’’ Payment Co and its subsidiaries and associate companies and ‘‘member of the Payment Co Group’’ shall be construed accordingly

• ‘‘Payment Co Sale 47,951,400 ordinary shares in Payment Co, representing 49% of Shares’’ the issued share capital of Payment Co

• ‘‘percentage ratio(s)’’ have the meaning ascribed to it in Rule 14.07 of the Listing Rules

• ‘‘PRC’’ the People’s Republic of China

• ‘‘Property Co’’ Universal Enterprise Investment Holdings Limited 中國金網（集 團）有限公司, a limited liability company incorporated in Hong Kong and a wholly-owned subsidiary of the Vendor

• ‘‘Property Co Group’’ Property Co and its subsidiaries and associate companies and member of the Property Co Group’’ shall be construed accordingly

• ‘‘Property Co Loans’’ all loans and advances due from members of the Property Co Group to members of the Remaining Group as at the date of the Sale and Purchase Agreement

• ‘‘Property Co Sale 9,306,740 ordinary shares in Property Co, representing the entire Shares’’ issued share capital of Property Co

• ‘‘Purchaser’’ H and R Group Limited, the purchaser in the Sale and Purchase Agreement, which, according to the information provided by the Purchaser, is a company incorporated in the British Virgin Islands with limited liability

• ‘‘Remaining Group’’ collectively, all the companies under the Group excluding the Disposal Group and ‘‘member of the Remaining Group’’ shall be construed accordingly

• ‘‘Remaining Group collectively, the Remaining Group Property Co Loans and the Loans’’ Remaining Group Timber Co Loans

• ‘‘Remaining Group all loans and advances due from members of the Remaining Property Co Loans’’ Group to members of the Property Co Group as at the date of the Sale and Purchase Agreement

– 4 –

DEFINITIONS

• ‘‘Remaining Group all loans and advances due from members of the Remaining Timber Co Loans’’ Group to members of the Timber Co Group as at the date of the Sale and Purchase Agreement

• ‘‘Sale and Purchase the conditional sale and purchase agreement dated 29 October Agreement’’ 2014 entered into between the Vendor and the Purchaser in relation to the Disposal

• ‘‘Sale Shares’’ collectively, the Payment Co Sale Shares, the Property Co Sale Shares and the Timber Co Sale Shares

• ‘‘Self-used Properties’’ the whole of the third floor, the whole of the fifth floor and the whole of the sixth floor of the Shanghai Property, which were used by the Payment Co Group prior to the entering into of the Sale and Purchase Agreement

• ‘‘SFO’’ Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ‘‘Shanghai Property’’ Universal Industrial Centre (環球實業大廈), situated at No. 1178 Tianyaoqiao Road, Xuhui District, Shanghai, the PRC (中國上 海市徐匯區天鑰橋路1178號)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the issued share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subsidiaries’’ include (a) companies or business undertakings which fall under the definition of ‘‘subsidiary’’ in the Companies Ordinance (Cap 622) of Hong Kong, and (b) companies whose financial results and economic benefit are effectively captured under a VIE (variable interest entity), management or operative contracts or any other similar structures, and a ‘‘subsidiary’’ shall be construed accordingly

• ‘‘tax’’ or ‘‘taxation’’ all forms of tax, levy, duty, impost, deductions or withholding of any nature imposed, levied, withheld or assessed by any taxing or other similar authority in any part of the world and includes any interest, additional tax, penalty or other charges payable in respect thereof

• ‘‘Timber Co’’ Universal Enterprise Resources Limited 寰宇企業投資有限公司, a limited liability company incorporated in Hong Kong and a wholly-owned subsidiary of the Vendor

– 5 –

DEFINITIONS

• ‘‘Timber Co Group’’ Timber Co and its subsidiaries and associate companies and ‘‘member of the Timber Co Group’’ shall be construed accordingly

• ‘‘Timber Co Loans’’ all loans and advances due from members of the Timber Co Group to members of the Remaining Group as at the date of the Sale and Purchase Agreement

• ‘‘Timber Co Sale 2 ordinary shares in Timber Co, representing the entire issued Shares’’ share capital of Timber Co

• ‘‘Vendor’’ Universal Cyberworks International Ltd., a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands with limited liability

• ‘‘VIE Agreements’’ the agreements entered into by Mr. Liu Ruisheng and Madam Luan Yumin and Shanghai Lanpu Information Technology Co., Ltd. as nominee shareholders of VIE Co, the VIE Group and certain members of the Payment Co Group for the purpose of establishing the VIE Structure

• ‘‘VIE Co’’ Universal eCommerce China Limited 上海環迅電子商務有限公 司, a company incorporated in the PRC with limited liability

• ‘‘VIE Group’’ Universal eCommerce China Limited 上海環迅電子商務有限公司 and its subsidiaries, including Universal ECPAY Limited 迅付信 息科技有限公司, Shanghai Chixing Property Management Limited 上海馳星物業管理有限公司, IPS E-Commerce Hongkong Limited 環迅支付電子商務有限公司 and Universal Unipass Limited 上海迅卡信息科技有限公司

• ‘‘VIE Structure’’ the contractual arrangements through which the financial results of the VIE Group are consolidated with the financial results of the Group

• ‘‘VIE Tax’’ the PRC income tax payable on the PRC capital gains by the domestic nominee shareholders of VIE Co in relation to the disposal of Payment Co Sale Shares

• ‘‘VIE Tax Indemnity’’ the indemnity provided by the Purchaser in relation to the PRC income tax payable on the PRC capital gains by the domestic nominee shareholders of VIE Co, being part of the Consideration

• ‘‘%’’

• per cent

– 6 –

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. 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

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

Head Office and Principal Place of Business in Hong Kong: Units 601–608, 6/F Harbour View Two, Phase Two Hong Kong Science Park Pak Shek Kok New Territories Hong Kong

27 November 2014

To the Shareholders:

Dear Sirs,

MAJOR TRANSACTION

INTRODUCTION

As disclosed in the announcement of the Company dated 19 March 2014, the Company received a letter of intent from Harvest Dragon in relation to the possible acquisition or investment in the Group’s payment solutions business and related assets. On 29 October 2014, the Company announced that the Vendor (a wholly-owned subsidiary of the Company) and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which, among other things, the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares free from Encumbrances, together with the Loan Assignments, for the Consideration.

– 7 –

LETTER FROM THE BOARD

As the relevant percentage ratios of the Disposal are more than 25% but less than 75%, the Disposal constitutes a major transaction for the Company under the Listing Rules and is therefore subject to reporting, announcement and shareholders’ approval requirements under the Listing Rules.

The purpose of this circular is to provide you with, among other things: (i) further information regarding the Disposal; (ii) a valuation report on the Shanghai Property and Other Properties; (iii) other information as required under the Listing Rules; and (iv) a notice convening the EGM at which an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

THE DISPOSAL

The key terms of the Sale and Purchase Agreement are as follows:

Date:

29 October 2014

Parties:

• (i) Universal Cyberworks International Ltd, as the Vendor; and

• (ii) H and R Group Limited, as the Purchaser

Assets to be disposed of:

The assets to be disposed of by the Group under the Sale and Purchase Agreement consist of (a) the Sale Shares; and (b) the Net Loans.

The Consideration:

The consideration for the Disposal comprises the Cash Consideration (being HK$315,480,000 in cash) and the VIE Tax Indemnity.

The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendor with reference to: (i) the aggregate amount of the unaudited consolidated net asset value of the Property Co Group, the Timber Co Group and 49% proportionate interest of the Payment Co Group as at 30 June 2014; (ii) the book value of the outstanding amount of the Loans and the Remaining Group Loans as at the date of the Sale and Purchase Agreement; and (iii) the estimated amount of the tax liabilities to be indemnified by the Purchaser under the VIE Tax Indemnity.

Due to PRC legal restrictions, the Group holds its interests in and controls VIE Co through the VIE Agreements. Pursuant to terms of the VIE Agreements, the VIE Co shareholders hold the equity interests in the VIE Co on trust for the Company and the Group is liable to indemnify the VIE Co shareholders against any liabilities arising from or in connection with their acting as the nominee shareholders of VIE Co. Given that the

– 8 –

LETTER FROM THE BOARD

Disposal includes, among other things, the disposal of 49% interests in Payment Co, the VIE Co shareholders are also required to transfer 49% equity interests in VIE Co to the Purchaser (or any party it designates) after Completion. As a result of the transfer of the 49% equity interests in VIE Co, the VIE Co shareholders would be subject to domestic income tax on the PRC capital gains derived therefrom and therefore the Group would have to indemnify the VIE Co shareholders against any such tax liabilities. Under the terms and conditions of the Sale and Purchase Agreement, the Purchaser would indemnify the Group against such tax liabilities under the VIE Tax Indemnity.

Based on the Company’s estimation, as reviewed by the Company’s tax consultant, the tax liabilities to be indemnified by the Purchaser under the VIE Tax Indemnity are estimated to be approximately HK$19,859,000 at the maximum.

The Cash Consideration shall be paid by the Purchaser in the following manner:

• (i) within ten (10) Business Days from the date of the EGM Notice, the Purchaser shall pay, or procure the Part Payment of HK$30,000,000, in cleared funds, to the Vendor (or its designated payee); and

• (ii) on the Completion Date, the Purchaser shall pay, or procure the payment of, the balance of the Consideration (being the Cash Consideration less the Part Payment), in cleared funds, to the Vendor (or its designated payee).

Condition Precedent:

Completion of the Sale and Purchase Agreement is conditional upon the Company having obtained the necessary shareholders’ approval at the EGM in relation to the Sale and Purchase Agreement and the matters contemplated therein.

The Parties shall use their best endeavors to satisfy the Condition by the Long Stop Date. If the Condition is not satisfied by the Long Stop Date, the Sale and Purchase Agreement shall terminate without prejudice to the right of any Party to claim against the other for antecedent breach of the Sale and Purchase Agreement, and the Vendor shall refund the Part Payment to the Purchaser within five (5) Business Days after the Long Stop Date without interest.

– 9 –

LETTER FROM THE BOARD

GROUP STRUCTURE BEFORE AND AFTER THE DISPOSAL

The structure of the Group before the Disposal:

Universal Technologies Hlds. Ltd. (Stock Code: 1026) (Cayman)	100%	Universal Cyberworks Int. Ltd. (BVI)	100%	Universal Technologies Investment Ltd. (HK)	100% Controlled via VIE Agreements 100% 100% 100% Shenzhen Huanye Universal Technologies Ltd. (PRC) Hyle Maestro Wooding (SH) Ltd. (PRC) Universal Investment China Ltd. (PRC) Universal eCommerce China Ltd. (PRC) 100% International Payment Solutions (CN) Ltd. (PRC)	100% 77.5% 100% 100% 100% 100% 100% 21.6% Shanghai Phetion Information Technology Co. Ltd. (PRC) Universal Union Collection Ltd. (PRC) (PRC) Universal Unipass Ltd. Universal ECPAY Ltd. (PRC) Shanghai Head Harvest Investment Ltd. (PRC) OEC Consultant (Shanghai) Co. Ltd. (PRC) Shanghai Hong Mu Yin Xiang Art Furniture Ltd. (PRC) Shanghai Puluma Trading Ltd. (PRC)	OEC Consultant (Shanghai) Co. Ltd. (PRC)	100% 100% 100% Shanghai Zhuofu Technologies Co. Ltd. (PRC) IPS E-Commerce Hongkong Ltd. (HK) Shanghai Chixing Property Mgt. Ltd. (PRC)
	100%
		Leading International Group Inc. (BVI)
				Billion Champ Corp. Ltd. (HK)

– 10 –

LETTER FROM THE BOARD

The structure of the Group after the Disposal:

Universal Technologies Hlds. Ltd. (Stock Code: 1026) (Cayman)	100%	Universal Cyberworks Int. Ltd. (BVI)	100%	Universal Technologies Investment Ltd. (HK)	100% Controlled via VIE Agreements 100% Shenzhen Huanye Universal Technologies Ltd. (PRC) 100% Universal eCommerce China Ltd. (PRC) International Payment Solutions (CN) Ltd. (PRC)	100% 77.5% 100% 100% Universal Unipass Ltd. (PRC) Universal ECPAY Ltd. (PRC) Shanghai Phetion Information Technology Co. Ltd. (PRC) Universal Union Collection Ltd. (PRC)	100% 100% 100% IPS E-Commerce Hongkong Ltd. (HK) Shanghai Chixing Property Mgt. Ltd. (PRC) Shanghai Zhuofu Technologies Co. Ltd. (PRC)
		Leading International Group Inc. (BVI)
				Billion Champ Corp. Ltd. (HK)

– 11 –

LETTER FROM THE BOARD

INFORMATION OF THE ASSETS UNDER THE DISPOSAL

Information of the Sale Shares:

The Sale Shares comprise: (i) the Timber Co Sale Shares; (ii) the Property Co Sale Shares; and (iii) the Payment Co Sale Shares.

Timber Co is an investment holding company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Vendor. The Timber Co Group is principally engaged in the trading of timber. The unaudited consolidated net liabilities of the Timber Co Group as at 30 June 2014 amounted to approximately HK$45,014,000.

Property Co is an investment holding company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Vendor. The principal asset of the Property Co Group is the Shanghai Property, details of which are set out in the section headed ‘‘Information on the Shanghai Property’’ below. The unaudited consolidated net asset value of the Property Co Group as at 30 June 2014 before and after Adjustments were approximately HK$102,065,000 and HK$158,078,000, respectively.

Payment Co is an investment holding company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Vendor. The Payment Co Group (including the VIE Group which is effectively controlled through the VIE Structure) is principally engaged in the payment solutions business in the PRC. The unaudited consolidated net asset value of the Payment Co Group as at 30 June 2014 before and after Adjustments were approximately HK$248,923,000 and HK$174,589,000, respectively.

49% of the unaudited consolidated net asset value of the Payment Co Group before and after Adjustments excluding goodwill as at 30 June 2014 were approximately HK$84,195,000 and HK$85,549,000, respectively.

The unaudited consolidated net profit/(loss) before and after taxation of the Timber Co Group, the Property Co Group and the Payment Co Group, respectively, for the two years ended 31 December 2012 and 2013 are set out as follows:

	For the financial	year	For the financial	year
	ended 31-Dec-13		ended 31-Dec-12
	HK$’000		HK$’000
	(unaudited)		(unaudited)
	(before	(after	(before	(after
	taxation) taxation)		taxation) taxation)
Timber Co Group	(18,035)	(18,041)	(1,194)	(1,332)
Property Co Group	(316)	(1,056)	10,729	8,071
Payment Co Group	37,077	27,415	32,780	32,544

– 12 –

LETTER FROM THE BOARD

Information of the Shanghai Property:

The Shanghai Property is the principal asset of the Property Co Group. It is a 6-storey building with an underground car park floor. The total gross floor area of the Shanghai Property is approximately 6,231 meters square (excluding underground car park floor). There are a total of 56 car parks in the car park floor of the Shanghai Property.

The Self-used Properties comprise the whole of the third floor, the whole of the fifth floor and the whole of the sixth floor of the Shanghai Property. The Self-used Properties are used by the members of the Payment Co Group (including members of the VIE Group). Based on the unaudited consolidated statement of financial position of the Company as at 30 June 2014, being the date to which the latest published unaudited consolidated financial statements of the Company were made up, the book value of the Self-used Properties was approximately HK$51,989,000. The Self-used Properties were appraised at an aggregate market value of RMB100,630,000 (equivalent to approximately HK$126,673,000 translated at the rate of HK$1.2588 = RMB1.00, being the rate employed by the Group as at 30 June 2014) as at 30 June 2014. Therefore, the estimated revaluation gain of the Self-used Properties (being the difference between the market value as at 30 June 2014 and the book value) is expected to amount to approximately HK$74,684,000 and the estimated capital gain tax arising from the revaluation is expected to amount to approximately HK$18,671,000, which was calculated at 25% of the estimated revaluation gain.

The Group is expected to bear the estimated capital gain tax arising from the revaluation of the Self-used Properties up to the Completion Date. The capital gain tax has been reflected in the Consideration and in the calculation of the expected gain on disposal.

The Investment Properties comprise the whole of the first floor, the whole of the second floor, the whole of the fourth floor and the whole of the underground car park floor of the Shanghai Property. The Investment Properties are leased to independent third parties and are treated as investment properties of the Group. Based on the unaudited consolidated statement of financial position of the Company as at 30 June 2014, being the date to which the latest published unaudited consolidated financial statements of the Company were made up, the book value of the Investment Properties was HK$137,411,000. Pursuant to the property valuation report issued by the property valuer of the Company as contained in Appendix II of this circular, the Investment Properties were appraised at an aggregate market value of RMB109,130,000 (equivalent to approximately (HK$137,438,000) as at 30 September 2014. Therefore, the estimated revaluation gain of the Investment Properties (being the difference between the market value as at 30 September 2014 and the book value) is expected to amount to approximately HK$27,000.

The estimated capital gain tax arising from the aggregate revaluations (i.e. including revaluation gains recorded in previous years against the preceding booked value) is approximately HK$16,412,000, which was calculated at 25% of the estimated revaluation gain. Deferred tax liability arising from the revaluation of the Investment Properties has already been recognised by the Group, resulting in no financial effect in its consolidated profit or loss as a result of the disposal of the Property Co Sale Shares.

– 13 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Payment Co Group leased the Self-used Properties for its operations under two subsisting leases for a term of (i) 6 years commencing on 1 January 2013; and (ii) 3 years commencing on 19 January 2013, respectively. The prevailing aggregate monthly rental charges payable by the Payment Co Group under these subsisting leases are approximately RMB402,000. After Completion, the Payment Co Group will continue to lease the Self-used Properties in accordance with the provisions of these subsisting leases, subject to compliance by the Company with the applicable requirements under the Listing Rules. The Company does not expect that there would be any effect on the operations of the Payment Co Group as a result of the disposal of the Property Co Group (and hence the Self-used Properties) to the Purchaser. The Company will also comply with the applicable requirements under the Listing Rules when these subsisting leases are renewed.

Information of the Loans and the Remaining Group Loans:

The Loans represent all loans and advances due from members of the Disposal Group to members of the Remaining Group as at the date of the Sale and Purchase Agreement, which amounted to approximately HK$149,728,000.

The Remaining Group Loans represent all loans and advances due from members of the Remaining Group to members of the Disposal Group as at the date of the Sale and Purchase Agreement, which amounted to approximately HK$10,146,000.

The Net Loans represent the surplus of the Loans over the Remaining Group Loans, which are approximately HK$139,582,000.

Pursuant to the terms of the Sale and Purchase Agreement, the Vendor shall assign or procure the assignment of the Loans to the Purchaser at Completion, while the Purchaser shall procure the assignment of the Remaining Group Loans to the Vendor.

INFORMATION OF THE VENDOR

The Vendor is an investment holding company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company. It is the direct holding company of each of Timber Co, Property Co and Payment Co.

INFORMATION OF THE PURCHASER

Based on the information provided by the Purchaser, the Purchaser is an investment holding company incorporated in the British Virgin Islands with limited liability and is owned as to 10% by Harvest Dragon and 90% by Ms. Ren Lili, who is also the sole director of the Purchaser. Based on the information provided by the Purchaser, Harvest Dragon is an investment holding company incorporated in the British Virgin Islands and is owned as to 50% by Mr. Lu Weisong and 50% by Ms. Ren Lili.

– 14 –

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors having made all reasonable enquires with the Purchaser, the Purchaser confirmed to the Company that as at the Latest Practicable Date:

• (i) Ms. Ren Lili owned 390,000 Shares, representing approximately 0.02% of the issued share capital of the Company;

• (ii) Harvest Dragon owned 76,450,000 Shares, representing approximately 3.69% of the issued share capital of the Company; and

• (iii) Mr. Lu Weisong owned 7,200,000 Shares, representing approximately 0.35% of the issued share capital of the Company.

and none of their respective close associates (as such term is defined in the Listing Rules) held any Shares.

Mr. Lu Weisong is a director of IPS E-Commerce Hongkong Limited, an insignificant subsidiary (as defined in Rule 14A.09(1) of the Listing Rules) of the Company. Ms. Ren Lili is a manager of operations of Shanghai Head Harvest Investment Ltd, a subsidiary of the Company but is not a director or chief executive of any member of the Group. In addition, Ms. Ren Lili was an executive Director between 20 July 2009 and 12 March 2012 and has ceased to be a Director for more than 12 months. Therefore, both Mr. Lu Weisong and Ms. Ren Lili are not connected persons of the Company pursuant to the Listing Rules.

Save as disclosed above, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are independent of the Company and its connected persons.

USE OF PROCEEDS

Following Completion, the Group will continue to own 51% of the Payment Co Group and will continue to run its business in the provision of payment solutions and related services in Hong Kong and in the PRC.

The Board intends to apply the Cash Consideration (which is in the amount of HK$315,480,000) as follows: (a) as to HK$50,000,000 for the Group’s general working capital; (b) as to HK$3,000,000 for the professional fees incurred in this transaction; and (c) as to HK$262,480,000 for potential investment in new business.

The Company intends to maintain working capital to cover the Group’s general and administrative expenses for the next 12 to 18 months. It is the current intention of the Company that any investment in new business would be in the similar line of business to the remaining businesses of the Group following the Disposal.

As at the Latest Practicable Date, the Group had no plan for any acquisition of business or assets nor was the Company in negotiation for any investment in new business.

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LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE DISPOSAL

Following Completion, the Property Co and the Timber Co will cease to be subsidiaries of the Company and the financial results of the Property Co Group and the Timber Co Group will no longer be consolidated in the financial statements of the Group. Following Completion, Payment Co will become a 51%-owned subsidiary of the Company and the financial results of the Payment Co Group will continue to be consolidated in the financial statements of the Group.

The financial effect of the Disposal are summarised as follows:

Calculation Timber Co Sale Shares Property Co Sale Shares Payment Co Sale Shares Sub-total Net Loans Total	(A) Cash Consideration assigned to HK$’000 (45,014) 158,078 62,834 (Note 2) 175,898 139,582 315,480	(B) VIE Tax Indemnity HK$’000 Not Applicable Not Applicable 19,859 19,859 Not Applicable 19,859	(A)+(B) Consideration HK$’000 (45,014) (Note 1) 158,078 (Note 1) 82,693 (Note 2) 195,757 139,582 335,339	(C) Unaudited consolidated net asset value (excluding goodwill) as at 30 June 2014 HK$’000 (45,014) (Note 1) 102,065 (Note 1) 84,195 (Note 3) 141,246 139,582 280,828	(D) VIE Tax HK$’000 Not Applicable Not Applicable 19,859 19,859 Not Applicable 19,859	(C)+(D) HK$’000 (45,014) 102,065 (Note 1) 104,054 (Note 2) 161,105 139,582 300,687	(A)+(B)-(C)-(D) Financial effect to the Company before the income tax effect arising from the Notice 698: Gain in the profit and loss Loss in equity HK$’000 HK$’000 Nil Nil 56,013 (Note 1) Nil Nil (21,361) (Note 2) 56,013 (21,361) Nil Nil 56,013 (21,361)	(A)+(B)-(C)-(D) Financial effect to the Company before the income tax effect arising from the Notice 698: Gain in the profit and loss Loss in equity HK$’000 HK$’000 Nil Nil 56,013 (Note 1) Nil Nil (21,361) (Note 2) 56,013 (21,361) Nil Nil 56,013 (21,361)
								(21,361) Nil
								(21,361)

Notes:

• (1) The Group is expected to recognise a gain of approximately HK$56,013,000 in its consolidated profit or loss as a result of the disposal of the Property Co Sale Shares and the Timber Co Sale Shares, being (a) the total consideration for the Property Co Sale Shares and the Timber Co Sale Shares (HK$113,064,000); less (b) the aggregate amount of the unaudited consolidated net assets of the Property Co and the Timber Co as at 30 June 2014 (HK$57,051,000). Such gain essentially reflects the appreciation in the market value of the Self-used Properties which are being disposed of under the Disposal, and is expected to be recorded in the consolidated profit or loss accounts of the Group following Completion, since the Disposal Group would cease to be subsidiaries of the Group after Completion.

• (2) In addition, the Group is expected to record a loss of approximately HK$21,361,000 in equity as a result of the disposal of the Payment Co Sale Shares. Such loss will be recorded in equity of the Group since the Payment Co Group would remain as subsidiaries of the Group after Completion.

The Cash Consideration assigned to the Payment Co Sale Shares of approximately HK$62,834,000 represents 49% of the unaudited consolidated net asset value of the Payment Co Group as at 30 June 2014 (taking into account the Adjustments) of approximately HK$174,589,000, less (a) a discount of approximately HK$2,856,000; and (b) the VIE Tax Indemnity of approximately HK$19,859,000.

• (3) The unaudited consolidated net asset value of the Payment Co Sale Shares as at 30 June 2014 of approximately HK$84,195,000, represents 49% of the unaudited consolidated net asset value of the Payment Co Group as at 30 June 2014 of approximately HK$174,589,000 (after taking into account

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LETTER FROM THE BOARD

of fair value gain in Self-used Properties and its relevant tax provision), less adjustments for fair market values of the Self-used Properties (including any relevant tax provisions) of approximately HK$1,354,000.

The Group is required to pay income tax on the Disposal of the Sale Shares in accordance to the Notice 698. Based on the Company’s estimation which was reviewed by the Company’s tax consultant, the maximum income tax effect as a result of the Disposal is expected to be approximately HK$20,860,000 of which approximately HK$12,641,000 and HK$8,219,000 were related to the Property Co Group and the Payment Co Group, respectively.

Given that the Loans and the Remaining Group Loans will be assigned on a dollar-todollar basis, the Company does not expect the Loan Assignments to have any effect on the earnings, assets and liabilities of the Group after Completion.

It is expected that upon Completion the total assets of the Group will be decreased by approximately HK$230,795,000 and the total liabilities of the Group will be decreased by approximately HK$244,587,000.

In accordance with the accounting policies adopted by the Company, the Self-used Properties are recorded at costs and their respective market values were not reflected in the consolidated financial statements of the Company. Accordingly, Adjustments are made to the unaudited consolidated net asset value (or liabilities, as the case may be) attributed to the Property Co Sale Shares and the Payment Co Sale Shares as at 30 June 2014 (being the date to which the latest published unaudited financial statements of the Company were made up) for the purposes of illustrating the financial effects of the Disposal after incorporating the market values (including any relevant tax provisions) of the Self-used Properties.

Shareholders should note that the figures presented in this section are for illustrative purpose only. The actual gain or loss on the Disposal may be different from the figures presented above and can only be determined with reference to the financial position of the Property Co Group, the Timber Co Group and the Payment Co Group on the Completion Date and after review by the Group’s auditors upon finalisation of the consolidated financial statements of the Group for the year ending 31 December 2014.

REASONS FOR THE DISPOSAL

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

The performance of the timber trading business of the Group has been unsatisfactory over the years. The Company considers that it is desirable to terminate the Group’s timber trading business.

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LETTER FROM THE BOARD

The disposal of the Property Co Group in substance is the disposal of the Shanghai Property by the Company that would allow the Company to realise its unrealised gains in the Investment Properties and to realise gains in the Self-used Properties as a result of the appreciation in their market value.

On 19 March 2014, the Company announced that it received a letter of intent from Harvest Dragon in relation to the possible acquisition or investment in the Group’s payment solutions business and related assets. Since then, the Company has not received any offer or intention from any third party in relation to any such possible acquisition or investment which is similar to the Disposal nor did the Company receive any expression of interests for investment into the Company or into the Group by the Purchaser, or Ms. Ren Lili, a major shareholder of the Purchaser. Ms. Ren Lili was a former executive director of the Company from 20 July 2009 to 12 March 2012, and a director of a number of companies within the Group, namely (i) Universal Technologies (Hong Kong) Limited; (ii) Universal ECPAY Limited; (iii) Universal eCommerce China Limited; (iv) Universal Investment China Limited; (v) Shanghai Head Harvest Investment Limited; (vi) Shanghai Puluma Trading Limited; and (vii) Universal Unipass Limited, at different periods commencing as early as in September 2007 and ending as late as in August 2012.

In the light of the above, the Directors welcome Ms. Ren Lili’s investment in the Payment Co Group. The Directors consider that management’s participation in equity and a close alignment of management efforts with economic reward would provide incentives to management and staff which might in turn improve the results of the Payment Co Group.

The disposal percentage of 49% in Payment Co was determined by the parties after arm’s length negotiation taking into account the Company’s intention to continue to operate the business under the Payment Co Group. After the Disposal, the Group will continue to (a) run its payment solutions business in the PRC through its 51%-owned Payment Co Group; (b) run its payment solutions and system integration and technical platform services in Hong Kong; and (c) own several residential properties in Hong Kong and China for self-use and investment purposes. As of the Latest Practicable Date, the Company had no plan to dispose of the remaining 51% interest in the Payment Co Group and the remaining investment properties of the Company after Completion, nor does the Company intend to terminate or dispose of or scale down the remaining businesses of the Remaining Group.

The Directors consider that the proceeds from the Disposal would provide additional funding to the Company for its general working capital and investment purposes. Please see the section headed ‘‘Use of Proceeds’’ above. The Directors have also taken into account the financial analysis carried out by its management, with the assistance from its tax advisers which were retained for the purpose of the Disposal. In arriving at the amount of the Consideration during arm’s length negotiation with the Purchaser, the Company has taken into account (i) the aggregate amount of the unaudited consolidated net asset value (excluding goodwill) of HK$141,246,000 of the Property Co Group, the Timber Co Group and 49% proportionate interest of the Payment Co Group as at 30 June 2014 (after Adjustments);

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LETTER FROM THE BOARD

(ii) the net book value of approximately HK$139,582,000 of the outstanding amount of the Loans and the Remaining Group Loans as at the date of the Sale and Purchase Agreement; and (iii) the estimated amount of HK$19,859,000 of the tax liabilities to be indemnified by the Purchaser under the VIE Tax Indemnity.

The Board has also taken into account the Adjustments made to the unaudited consolidated net asset value of the Property Co Group, the Timber Co Group and 49% proportionate interest of the Payment Co Group as at 30 June 2014 for:

• (i) the net increase in the fair value of the Self-used Properties of approximately HK$56,013,000 (being the aggregate of the increase in the fair value of the Selfused Properties assessed by the property valuer of the Company of approximately HK$74,684,000 and the deduction of the deferred tax of approximately HK$18,671,000 relating to the increase in the fair value of the Self-used Properties);

• (ii) the net increase in the 49% proportionate interest of the fair value of the self-used property held by the Payment Co Group of approximately HK$1,354,000 (being the aggregate of the proportionate amount of increase in the fair value of the said self-used property assessed by the property valuer of the Company of approximately HK$1,805,000 and the deduction of the deferred tax of approximately HK$451,000 relating to the increase in the fair value of the said self-used property); and

• (iii) the exclusion of the intangible goodwill (which was recognised upon the acquisition of certain members of the Payment Co Group by the Group in previous years) for the purposes of computing the unaudited consolidated net asset value of the Payment Co Group, being in the amount of approximately HK$77,097,000 as at 30 June 2014. The Board considers that it is fair and reasonable to exclude the intangible goodwill contained in the consolidated statement of financial position of the Payment Co Group because the goodwill was recognised as a matter of accounting treatment upon the acquisition of certain members of the Payment Co Group by the Group in the previous years, is intangible in nature and is not in any way supported by existing tangible assets of Payment Co Group.

Pursuant to the accounting policy adopted by the Company, the full amount of goodwill will remain on the consolidated statements of financial positions as a result of the Disposal.

For illustration purposes, the Adjusted Tangible Value, its relevant components and their respective comparison with the relevant portion of the Consideration is presented in terms of both ‘‘before Adjustment’’ and ‘‘after Adjustment’’ to reflect the intangible nature of this goodwill.

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LETTER FROM THE BOARD

The Board also considered that each of VIE Tax, the capital gain tax arising from the appreciation of the value of the properties under the Disposal Group and the tax effect arising from the Notice 698 are statutory requirement in the PRC, and would only be payable if each of the disposals would derive a gain.

Calculation Timber Co Sale Shares Property Co Sale Shares Payment Co Sale Shares Sub-total Net Loans Total	(A) Cash Consideration assigned to HK$’000 (45,014) 158,078 62,834 175,898 139,582 315,480	(B) VIE Tax Indemnity HK$’000 Not Applicable Not Applicable 19,859 19,859 Not Applicable 19,859	(A)+(B) Notional amount of the Consideration assigned to HK$’000 (45,014) 158,078 82,693 195,757 139,582 335,339	(C) Unaudited consolidated net asset value (excluding goodwill) as at 30 June 2014 HK$’000 (45,014) 102,065 84,195 141,246 139,582 280,828	(D) Adjustments for fair market values of Self- used Properties (including any relevant tax provisions) HK$’000 Not Applicable 56,013 1,354 57,367 Not Applicable 57,367	(C)+(D) Adjusted Tangible Value HK$’000 (45,014) 158,078 85,549 198,613 139,582 338,195	(A)+(B)- (C)-(D) Adjusted Pre-tax financial effect HK$’000 Nil Nil (2,856)
							(2,856) Nil
							(2,856)

As demonstrated in the above table, the Consideration of HK$335,339,000 represents a discount of approximately HK$2,856,000 or 0.84% to the Adjusted Tangible Value of HK$338,195,000 before the VIE Tax and the income tax effect arising from the Notice 698. Based on the above findings, the Directors are in the view that the Consideration is fair and reasonable.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios of the Disposal are more than 25% but less than 75%, the Disposal constitutes a major transaction for the Company under the Listing Rules and is therefore subject to reporting, announcement and shareholders’ approval requirements under the Listing Rules.

The EGM will be held by the Company for the Shareholders to consider and, if thought fit, to pass an ordinary resolution by way of poll to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

As disclosed in the section headed ‘‘Information of the Purchaser’’ above, based on the information provided by the Purchaser, the Purchaser is owned by Ms. Ren Lili and Harvest Dragon as to 90% and 10%, respectively, and Harvest Dragon is owned by Ms. Ren Lili and Mr. Lu Weisong as to 50% each. In addition, as at the Latest Practicable Date, Ms. Ren Lili owned 390,000 Shares (representing approximately 0.02% of the issued share capital of the Company), Harvest Dragon owned 76,450,000 Shares (representing approximately 3.69% of the issued share capital of the Company) and Mr. Lu Weisong owned 7,200,000 Shares (representing approximately 0.35% of the issued share capital of the Company). Accordingly, Ms. Ren Lili, Harvest Dragon and Mr. Lu Weisong are deemed to be interested in the Disposal and shall abstain from voting on the resolution to be proposed at the EGM to approve the Disposal. To the best knowledge, information and

– 20 –

LETTER FROM THE BOARD

belief of the Directors having made all reasonable enquiries, none of the Shareholders (save and except Harvest Dragon, Ms. Ren Lili and Mr. Lu Weisong) is required to abstain from voting on the resolution to be proposed at the EGM to approve the Disposal.

A notice of the EGM is set out on pages 44 to 45 of this circular.

RECOMMENDATION

Having considered all of the factors set out in the section headed ‘‘Reasons for the Disposal’’ above, the Board considers that the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable, and that the entering into of the Sale and Purchase Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Disposal.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

By Order of the Board Universal Technologies Holdings Limited Chen Jinyang Chairman

– 21 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

I. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 October 2014, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had no outstanding bank loan. In addition, the Group had no material contingent liabilities as at 31 October 2014.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal accounts payable in the ordinary course of business, the Group did not have any other loan capital issued and outstanding or agreed to be issued but unissued, loans, bank overdrafts, or other similar indebtedness, financial lease or hire purchase commitment, liabilities under acceptances (other than normal trade bills) or acceptable credits, debentures, mortgages, charges, guarantees or other material contingent liabilities as at the close of business on 31 October 2014.

II. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the Group’s existing cash and bank balances, the expected internally generated funds from ordinary business operations and the net proceeds from the Disposal, the Group will have sufficient working capital to satisfy its requirements for at least the next twelve months from the date of this circular.

III. MATERIAL ADVERSE CHANGE

The Directors were not aware of any material adverse change to the financial or trading position of the Group since 31 December 2013, being the date to which the latest audited consolidated financial statements of the Company were made up.

IV. FINANCIAL AND TRADING PROSPECTS

Upon completion of the Disposal, the Group will continue to carry on the business of payment solutions in the PRC and Hong Kong. Moreover, the Group’s payment business will continue its development in the field of traditional payment and is expected to have new breakthrough in new business areas. The Group will continue to protect the investment in research and development of the systems in order to increase the core competitiveness of the Group’s payment business for a constant sound operation.

The Group will continue to hold its remaining properties for self-use and for investment purpose.

The Directors expect that with cash, the Group’s financial position will remain stable and the Group’s revenue will be maintained during the current financial year. The Group will closely monitor the market situations and trends and will continue to improve the products to grow its business. The Group will also look for other business opportunities which are in the similar line of business to the remaining businesses of the Group and other profitable business for acquisition purpose. The Directors believe that the net proceeds

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

from the Disposal will enhance the cash resources of the Group and provide the Group with more financial flexibility for possible future investments so as to enhance the financial performance of the Group and the value for the Shareholders.

– 23 –

APPENDIX II

VALUATION REPORT

The following is the text of a letter, summary of values and valuation certificates, prepared for the purpose of incorporation in this circular received from BMI Appraisals Limited, an independent valuer, in connection with its valuations as at 30 September 2014 of the properties located in the People’s Republic of China.

www.bmi-appraisals.com

27 November 2014

The Directors

Universal Technologies Holdings Limited

Units 601–608, 6th Floor Harbour View Two, Phase Two Hong Kong Science Park Pak Shek Kok, New Territories Hong Kong

Dear Sirs,

INSTRUCTIONS

We refer to the instructions from Universal Technologies Holdings Limited (the ‘‘Company’’) for us to value the properties to be disposed of by the Company and/or its subsidiaries (together referred to as the ‘‘Group’’) located in the People’s Republic of China (the ‘‘PRC’’). We confirm that we have conducted inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of the properties as at 30 September 2014 (the ‘‘valuation date’’).

BASIS OF VALUATION

Our valuations of the properties will be based on the Market Value, which is defined as ‘‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’’.

PROPERTY CATEGORISATIONS

In the course of our valuations, the portfolio of the properties are categorised into the following groups:

Group I — Properties held by the Group for owner-occupation in the PRC Group II — Properties held by the Group for investment in the PRC

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APPENDIX II

VALUATION REPORT

VALUATION METHODOLOGIES

We have valued the properties on market basis by the Comparison Approach assuming sale in their existing states with the benefit of vacant possession and by making reference to sales evidence or asking prices of comparable properties as available in the relevant market. Appropriate adjustments have been made to account for the differences between the properties and the comparables in terms of time, location, accessibility and other relevant factors.

Whenever applicable, we have also adopted the Investment Approach where appropriate by taking into account the current passing rents of the properties being held under existing tenancies and the reversionary potential of the tenancies if they have been or would be let to tenants.

TITLE INVESTIGATION

We have been provided with copies of title documents and have been advised by the Group that no further relevant documents have been produced. However, we have not examined the original documents to verify ownership or to ascertain the existence of any amendment documents, which may not appear on the copies handed to us. In the course of our valuations, we have relied upon the advice and information given by the Group’s PRC legal advisor — Shanghai Hong’s Law Firm (上海宏翰律師事務所) regarding the title of the properties located in the PRC. All documents have been used for reference only.

VALUATION ASSUMPTIONS

Our valuations have been made on the assumption that the properties are sold in the market without the benefit of deferred terms contract, leaseback, joint venture, management agreement or any other similar arrangement which would serve to affect the values of the properties.

In addition, no account has been taken of any option or right of pre-emption concerning or affecting the sale of the properties and no forced sale situation in any manner is assumed in our valuations.

VALUATION CONSIDERATIONS

Inspections of the properties were conducted by Ms. Ellen Lo (BSc in Valuation & Estate Management) and Mr. Robin Ji (MSc in Civil Infrastructural Engineering & Management) in November 2014. We inspected the properties externally and where possible, the interior of the properties during the inspections. During the course of our inspections, we did not note any serious defects. However, no structural surveys have been made nor have any tests been carried out on any of the services provided in the properties. We are, therefore, unable to report that the properties are free from rot, infestation or any other structural defects.

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APPENDIX II

VALUATION REPORT

We have relied to a considerable extent on the information provided by the Group and have accepted advice on such matters as planning approvals, statutory notices, easements, tenures, particulars of occupancy, site/floor areas, identification of the properties and all other relevant matters.

Except otherwise stated, dimensions, measurements and site/floor areas included in the valuation certificates are based on information contained in the documents provided to us and are therefore only approximations.

We have not carried out detailed on-site measurements to verify the correctness of the site/floor areas in respect of the properties but have assumed that the site/floor areas shown on the documents handed to us are correct.

We have no reason to doubt the truth and accuracy of the information provided to us by the Group and we have relied on your confirmation that no material facts have been omitted from the information provided. We consider that we have been provided with sufficient information for us to reach an informed view.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the properties or for any expenses or taxation, which may be incurred in effecting a sale or purchase.

Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.

Our valuations have been prepared in accordance with The HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors.

Our valuations have been prepared under the generally accepted valuation procedures and are in compliance with the requirements contained in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

REMARKS

Unless otherwise stated, all money amounts stated herein are in Renminbi (RMB) and no allowance have been made for any exchange transfers.

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APPENDIX II

VALUATION REPORT

Our summary of values and the valuation certificates are attached herewith.

Yours faithfully, For and on behalf of BMI APPRAISALS LIMITED

Joannau W.F. Chan

BSc., MSc., MRICS, MHKIS, RPS(GP) Senior Director

Note:

Ms. Joannau W.F. Chan is a member of The Hong Kong Institute of Surveyors (General Practice) who has over 21 years’ experience in valuations of properties in Hong Kong and over 15 years’ experience in valuations of properties in the People’s Republic of China.

– 27 –

APPENDIX II

VALUATION REPORT

SUMMARY OF VALUES

No. Property Market Value in existing state as at 30 September 2014 Interest attributable to the Group RMB Group I — Properties held by the Group for owner-occupation in the PRC 1. Levels 3, 5 and 6 in a commercial development located at No. 1178 Tian Yao Qiao Road, Xuhui District, Shanghai, The PRC 中國上海市 徐匯區天鑰橋路1178號 一個商業發展項目之 三層、五層及六層 100,630,000 100% 2. Unit 2203 on Level 19, No. 9 Dong San Huan Road Central, Chaoyang District, Beijing, The PRC 中國北京市 朝陽區東三環中路9號 19層2203室 8,630,000 77.5% Sub-total: 109,260,000

Value attributable to the Group as at 30 September 2014 RMB 100,630,000 6,688,250

107,318,250

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APPENDIX II

VALUATION REPORT

SUMMARY OF VALUES

No. Property Market Value in existing state as at 30 September 2014 Interest attributable to the Group RMB Group II — Properties held by the Group for investment in the PRC 3. Portion of Levels 1, 2 and 4, various car parking spaces and motorcycle parking spaces in a commercial development located at No. 1178 Tian Yao Qiao Road, Xuhui District, Shanghai, The PRC 中國上海市 徐匯區天鑰橋路1178號 一個商業發展項目之一層、二層、 四層及數個私家車及摩托車停車位 109,130,000 100% 4. Unit F on Level 6 No. 726 Yan An Road West, Changning District, Shanghai, The PRC 中國上海市 長寧區延安西路726號 6層F室 8,830,000 100% 5. Unit 2104 on Level 21 of Block 11, Shuang Hu Wan Garden, No. 118 Dong Hua Lin Street, Suzhou Industrial Park, Suzhou City, Jiangsu Province The PRC 中國江蘇省蘇州市 蘇州工業園區 東華林街118號 雙湖灣花園 11幢21層2104室 5,060,000 100% Sub-total: 123,020,000 Grand Total: 232,280,000

Value attributable to the Group as at 30 September 2014 RMB 109,130,000 8,830,000 5,060,000 123,020,000

230,338,250

– 29 –

APPENDIX II

VALUATION REPORT

VALUATION CERTIFICATE

Group I — Properties held by the Group for owner-occupation in the PRC

No. Property

Description and tenure

Market Value in existing state as at Particulars of 30 September occupancy 2014 RMB

1. Levels 3, 5 and 6 The property comprises the in a commercial whole of Levels 3, 5 and 6 in development a 6-storey office building located at with a carport basement, No. 1178 Tian erected on a land parcel with Yao Qiao Road, a site area of approximately Xuhui District, 2,477 sq.m., completed in Shanghai, December 2009. The PRC

2. The total gross floor area

3. 中國上海市 (‘‘GFA’’) of the property is 徐匯區 approximately 3,263.99 天鑰橋路1178號 sq.m. 一 個商業發展項 、

4. 目之三層 五層 The land use rights of the 及六層 property have been granted

   • The land use rights of the property have been granted for a term expiring on 12 February 2053 for education and research uses.

5. The property 100,630,000 was occupied by the Group for office use.

Notes:

1. Pursuant to a Shanghai Certificate of Real Estate Ownership (上海市房地產權證), Hu Fang Di Xu Zi (2010) Di No. 015788 (滬房地徐字(2010)第015788號), issued by Shanghai Housing Security & Administration Bureau (上海市住房保障和房屋管理局) and Shanghai Planning, Land & Resources Administration Bureau (上海市規劃和國土資源管理局), dated 13 September 2010, the land use rights of the land parcel with a site area of 2,477 sq.m. and the building ownership rights with a total GFA of 7,836.32 sq.m. of the whole building are legally owned by Universal Investment China Limited (上海環匯實業有限公司) (‘‘Universal Investment’’) for a term expiring on 12 February 2053 for education and research uses.

2. As advised, portion of the property with a total leased area of about 2,680.33 sq.m. are let to Universal ECPAY Limited (迅付信息科技有限公司) and Shanghai Phetion Information Technology Company Limited (上海斐盛信息科技有限公司) at a total monthly rent of approximately RMB401,702 with the latest one expiring on 31 December 2018. Universal ECPAY Limited is a 77.5% indirectly owned subsidiary of the Group whereas Shanghai Phetion Information Technology Company Limited is an indirectly wholly-owned subsidiary of the Group.

– 30 –

APPENDIX II

VALUATION REPORT

1. The opinion of the PRC legal advisor to the Group contains, inter alia, the following:

2. a. The land use rights and building ownership rights of the property are legally vested in Universal Investment and Universal Investment has the rights to legally occupy, use, and is entitled to transfer, lease, mortgage and dispose of the property freely in the market with its residual term of land use rights;

3. b. The land premium of the property have been settled in full;

4. c. The property is not subject to mortgage or any other material encumbrances; and

5. d. The tenancy agreements are legally valid and binding on the contracting parties.

6. Universal Investment is an indirectly wholly-owned subsidiary of the Company.

7. The property is situated at the southwestern side of Tian Yao Qiao Road in Xuhui District. It takes about 40 minutes’ drive to Shanghai Hongqiao International Airport. The locality is a commercial and residential area and the general price level of office units in the region was about RMB30,000 to RMB35,000/sq.m.

– 31 –

APPENDIX II

VALUATION REPORT

VALUATION CERTIFICATE

No. Property

Description and tenure

Market Value in existing state as at Particulars of 30 September occupancy 2014 RMB

1. Unit 2203 on The property comprises an Level 19, office unit on Level 19 of a No. 9 Dong San 32-storey office building Huan Road with 3 basement floors, Central, completed in 2005. Chaoyang District, The gross floor area Beijing (‘‘GFA’’) of the property is The PRC approximately 200.76 sq.m.

2. The property 8,630,000 was occupied by the Group for (77.5% office use. interest attributable to the Group: 6,688,250)

3. 中國北京市 The land use rights of the 朝陽區 property have been granted 東三環中路9號 for a term expiring on 4 19層2203室 August 2052 for commercial, residential and office uses.

Notes:

1. Pursuant to a State-owned Land use Rights Certificate, Jing Chao Qi Guo Yong (2011) Chu Di No. 0600695 (京朝其國用(2011)出第0600695號), issued by the Land and Resources Bureau of Beijing (北 京市國土資源局) dated 2 February 2011, the land use rights of the property with an apportioned area of 21.87 sq.m. have been granted to Universal ECPAY Limited (迅付信息科技有限公司) (‘‘Universal ECPAY’’) for a term expiring on 4 August 2052.

2. Pursuant to a Building Ownership Certificate (房屋所有權證), X Jing Fang Quan Shen (X京房權證 朝字第963868號), issued by the Housing Administration Bureau of Chaoyang District, Beijing (北京 市朝陽區房屋管理局) dated 15 February 2011, the building ownership rights of the property with a GFA of approximately 200.76 sq.m. are legally owned by Universal ECPAY Limited (迅付信息科技 有限公司) for office use.

3. The opinion of the PRC legal advisor to the Group contains, inter alia, the following:

4. a. Universal ECPAY has obtained the land use rights and building ownership rights of the property and is entitled to transfer the property with its residual term of land use rights at no extra land premium payable to the government;

5. b. The property is not subject to mortgage or any other material encumbrances; and

6. c. Universal Investment has the rights to legally use, lease, mortgage and dispose of the property freely in the market with its residual term of land use rights.

– 32 –

APPENDIX II

VALUATION REPORT

1. Universal ECPAY is a 77.5% indirectly owned subsidiary of the Company. The property is situated at the western side of Dong San Huan Road Central in Chaoyang District. It takes about 40 minutes’ drive to Beijing Capital International Airport. The locality is a central business district and the general price level of office units in the region was about RMB40,000 to RMB50,000/sq.m.

– 33 –

APPENDIX II

VALUATION REPORT

VALUATION CERTIFICATE

Group II — Properties held by the Group for investment in the PRC

Market Value in existing state as at Particulars of 30 September No. Property Description and tenure occupancy 2014 RMB 3. Levels 1, 2 and 4, The property comprises the Portion of the 109,130,000 various car whole of Levels 1, 2 and 4, property with a parking spaces various car parking spaces total leased area and motorcycle and motorcycle parking of about 970 parking spaces in spaces in a 6-storey office sq.m. are let a commercial building with a carport under various development basement, erected on a land tenancies at a located at No. parcel with a site area of total monthly 1178 Tian Yao approximately 2,477 sq.m., rent of Qiao Road, Xuhui completed in December approximately District, 2009. RMB155,086 Shanghai, The with the latest PRC The total gross floor area one expiring on (‘‘GFA’’) of the property is 12 September 中國上海市徐匯區 approximately 2,966.63 2020. 天鑰橋路1178號 sq.m. excluding the carport 一個商業發展項目 basement of approximately Portion of the 之一層、二層、 1,605.7 sq.m. car parking 四層及數個私家車 spaces are let on 及摩托車停車位 The land use rights of the monthly basis at property have been granted a total monthly for a term expiring on 12 rent of February 2053 for RMB4,800. education and research uses.

The remaining portions of the property are vacant and available for lease.

(Please refer to Note 2 for details.)

– 34 –

APPENDIX II

VALUATION REPORT

Notes:

1. Pursuant to a Shanghai Certificate of Real Estate Ownership (上海市房地產權證), Hu Fang Di Xu Zi (2010) Di No. 015788 (滬房地徐字(2010)第015788號), issued by Shanghai Housing Security & Administration Bureau (上海市住房保障和房屋管理局) and Shanghai Planning, Land & Resources Administration Bureau (上海市規劃和國土資源管理局), dated 13 September 2010, the land use rights of the land parcel with a site area of 2,477 sq.m. and the building ownership rights with a total GFA of 7,836.32 sq.m. of the whole building are legally owned by Universal Investment China Limited (上海環匯實業有限公司) (‘‘Universal Investment’’) for a term expiring on 12 February 2053 for education and research uses.

2. As advised, the property is subject to various tenancies with the following details:

Level L1 (East) & L2 (East) L1 (West) Total:	Leased Area Term sq.m. 950 13 Sept 2010–12 Sept 2020 20 1 Mar 2010–28 Feb 2015 970	Monthly Rent RMB 118,586 36,500
		155,086

1. The opinion of the PRC legal advisor to the Group contains, inter alia, the following:

2. a. The land use rights and building ownership rights of the property are legally vested in Universal Investment and Universal Investment has the rights to legally occupy, use, and is entitled to transfer, lease, mortgage and dispose of the property freely in the market with its residual term of land use rights;

3. b. The land premium of the property have been settled in full;

4. c. The property is not subject to mortgage or any other material encumbrances; and

5. d. The tenancy agreements are legally valid and binding on the contracting parties.

7. Universal Investment is an indirectly wholly-owned subsidiary of the Company.

8. The property is situated at the southwestern side of Tian Yao Qiao Road in Xuhui District. It takes about 40 minutes’ drive to Shanghai Hongqiao International Airport. The locality is a commercial and residential area and the general price level of office units in the region was about RMB30,000 to RMB35,000/sq.m.

– 35 –

APPENDIX II

VALUATION REPORT

VALUATION CERTIFICATE

				Market Value
				in existing
				state as at
			Particulars of	30 September
No.	Property	Description and tenure	occupancy	2014
				RMB
4.	Unit F on Level 6	The property comprises an	The property is	8,830,000
	No. 726	office unit on Level 6 of a	let under a
	Yan An Road	28-storey office building	tenancy
	West, Changning	completed in 2004.	agreement for a
	District,		term expiring on
	Shanghai,	The gross floor area	9 December
	The PRC	(‘‘GFA’’) of the property is	2014 at a
		about 267.8 sq.m.	monthly rent of
	中國上海市長寧區		RMB43,457
	延安西路726號	The land use rights of the	exclusive of all
	6層F室	property have been granted	outgoings.
		for a term of 50 years
		expiring on 21 May 2051 for
		office use.

Notes:

1. Pursuant to a Shanghai Certificate of Real Estate Ownership (上海市房地產權證), Hu Fang Di Chang Zi (2013) Di No. 001056 (滬房地長字(2013)第001056號), issued by Shanghai Housing Security & Administration Bureau (上海市住房保障和房屋管理局) and Shanghai Planning, Land & Resources Administration Bureau (上海市規劃和國土資源管理局), dated 24 January 2013, the building ownership rights of the property with a GFA of approximately 267.8 sq.m. is legally owned by Shanghai Chixing Property Management Limited (上海馳星物業管理有限公司) (‘‘Shanghai Chixing’’) for office use.

2. Pursuant to a tenancy agreement entered into between上海馳星物業管理有限公司 and 日立醫療(廣 州)有限公司, an independent third party, the property is let to日立醫療(廣州)有限公司 for a term commencing on 10 April 2014 and expiring on 9 December 2014 at a monthly rent of RMB43,457 exclusive of all outgoings.

3. The opinion of the PRC legal advisor to the Group contains, inter alia, the following:

4. a. The land use rights and building ownership rights of the property are legally vested in Shanghai Chixing and Shanghai Chixing has the rights to legally occupy, use, and is entitled to transfer, lease, mortgage and dispose of the property freely in the market with its residual term of land use rights;

5. b. The land premium of the property have been settled in full;

6. c. The property is not subject to mortgage or any other material encumbrances; and

7. d. The tenancy agreement is legally valid and binding on the contracting parties.

– 36 –

APPENDIX II

VALUATION REPORT

1. Shanghai Chixing is an indirectly wholly-owned subsidiary of the Company.

2. The property is situated at the northwestern side of Yan An Road West in Changning District. It takes about 25 minutes’ to Shanghai Hongqiao International Airport. The locality is a commercial and residential area and the general price level of office units in the region was about RMB31,000 to RMB34,000/sq.m.

– 37 –

APPENDIX II

VALUATION REPORT

VALUATION CERTIFICATE

No. Property

Description and tenure

Market Value in existing state as at Particulars of 30 September occupancy 2014 RMB

1. Unit 2104 on Level 21 of Block 11, Shuang Hu Wan Garden, No. 118 Dong Hua Lin Street, Suzhou Industrial Park, Suzhou City, Jiangsu Province the PRC

2. 中國江蘇省蘇州市 蘇州工業園區東華 林街118號雙湖灣 花園11幢21層2104 室

3. The property comprises a residential unit on the top floor of a 21-storey residential building completed in about 2012.

4. The gross floor area (‘‘GFA’’) of the property is approximately 194.73 sq.m.

The land use rights of the property have been granted for a term expiring on 18 June 2077 for residential and other commercial uses.

The property 5,060,000 was vacant and available for lease.

Notes:

1. Pursuant to a State-owned Land use Rights Certificate, Su Gong Yuan Guo Yong (2012) Di No. 71999 (蘇工園國用(2012)第71999號), issued by the People’s Government of Suzhou (蘇州市人民政 府) dated 13 December 2012, the land use rights of the property with an apportioned site area of 16.94 sq.m. have been granted to Shanghai Puluma Trading Limited (上海普魯瑪貿易有限公司) (‘‘Shanghai Puluma’’) for a term expiring on 18 June 2077.

2. Pursuant to a Building Ownership Certificate (房屋所有權證), Su Fang Quan Shen Yuan Qu Zi Di (蘇房權證園區字第00452198號), issued by the Housing Administration Bureau of Suzhou Industrial Park (蘇州工業園區國土房產局) dated 13 December 2012, the building ownership rights of the property with a GFA area of approximately 194.73 sq.m. are legally owned by Shanghai Puluma Trading Limited (上海普魯瑪貿易有限公司) for residential use.

3. The opinion of the PRC legal advisor to the Group contains, inter alia, the following:

4. a. The land use rights and building ownership rights of the property are legally vested in Shanghai Puluma and Shanghai Puluma has the rights to legally occupy, use, and is entitled to transfer, lease, mortgage and dispose of the property freely in the market with its residual term of land use rights;

5. b. The land premium of the property have been settled in full; and

6. c. The property is not subject to mortgage or any other material encumbrances.

– 38 –

APPENDIX II

VALUATION REPORT

1. Shanghai Puluma is an indirectly wholly-owned subsidiary of the Company.

2. The property is situated at the western side of Dong Hua Lin Street within a medium scale residential development. It takes about 30 minutes’ drive to Suzhou Railway Station. The locality is a developing residential area where some residential developments are undergoing. The general price level of residential units in the region was about RMB24,000 to RMB27,000/sq.m.

– 39 –

APPENDIX III

GENERAL INFORMATION

1. 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 Group. 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.

2. DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS OR SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at the Latest Practicable Date, the interests or short positions of the Directors and the chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of SFO which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or (iii) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange were as follows:

Name of Director Executive Directors: Mr. Chen Jinyang (Note 1) Mr. Chau Cheuk Wah (Note 1) Mr. Chen Runqiang (Note 1) Mr. Chow Cheuk Lap (Note 1, 2) Mr. Zhou Jianhui (Note 1) Non-executive Director: Ms. Fan Man Yee Alice (Note 1)

Interest in Shares Total interest in Shares Total interests in underlying Shares Aggregate interests % of the Company’s issued share capital Personal Interest Family Interest Corporate Interests (Note1) — — — — 20,000,000 20,000,000 0.97% — — — — 20,000,000 20,000,000 0.97% 6,000,000 — — 6,000,000 20,000,000 26,000,000 1.26% — — 67,540,000 67,540,000 20,000,000 87,540,000 4.23% 6,000,000 — — 6,000,000 20,000,000 26,000,000 1.26% — — — — 20,000,000 20,000,000 0.97%

Notes:

1. The interests of Mr. Chen Jinyang, Mr. Chau Cheuk Wah, Mr. Chen Runqiang, Mr. Chow Cheuk Lap, Mr. Zhou Jianhui and Ms. Fan Man Yee Alice in the underlying Shares represent the interests in share options granted to them under the share option schemes of the Company.

2. Total interests of Mr. Chow Cheuk Lap in the Shares include 67,540,000 Shares held by Top Nation International Limited (‘‘Top Nation’’). Mr. Chow Cheuk Lap owns 50% beneficial interests in Top Nation and he is deemed to be interested in these Shares held by Top Nation.

– 40 –

GENERAL INFORMATION

APPENDIX III

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executives of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or (iii) were required, pursuant to Model Code, to be notified to the Company and the Stock Exchange pursuant to Model Code.

Save as disclosed in this circular, none of the Directors is a director or employee of a company which has an interest in the Shares and underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group (excluding contracts expiring or determinable within one year without payment of any compensation other than statutory compensation).

4. DIRECTORS’ INTERESTS IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which had been, since 31 December 2013, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of, by or leased to any member of the Company.

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any Director was materially interested and which was significant in relation to the business of the Group.

5. MATERIAL CONTRACTS

On 18 June 2013, Enlighten Securities Limited and the Company entered into a placing agreement (the ‘‘Placing Agreement’’), pursuant to which the Company has conditionally agreed to place, through Enlighten Securities Limited on a best effort basis, an aggregate maximum of 200,000,000 Shares to not less than six parties who and whose ultimate beneficial owners would be party or parties that was or were independent of and not connected with the Company and its connected persons, of which was completed on 23 July 2013.

Save and except the Placing Agreement and the Sale and Purchase Agreement, the Company has not entered into any material contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this circular which are or may be material.

– 41 –

APPENDIX III

GENERAL INFORMATION

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration or claim of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against any member of the Group.

7. COMPETING BUSINESS INTEREST

As at the Latest Practicable Date, none of the Directors and their respective close associates (as defined in Rule 1.01 of the Listing Rules) had any interest in any business which competes or likely to compete, either directly or indirectly, with the business of the Group.

8. EXPERTS AND CONSENTS

The following are the qualification of the experts who have given opinion or advice which are contained or referred to in this circular:

Name Qualification BMI Appraisals Limited Independent Professional Property Valuer PKF Certified Public Accountant Shanghai Hong’s Law Firm PRC legal adviser

As at the Latest Practicable Date:

• (a) each of BMI Appraisals Limited, PKF and Shanghai Hong’s Law Firm has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter(s) and report(s) and references to its names in the form and context in which they respectively appear.

• (b) none of BMI Appraisals Limited, PKF and Shanghai Hong’s Law Firm has any interest in the share capital of any member of the Group nor any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and

• (c) none of BMI Appraisals Limited, PKF and Shanghai Hong’s Law Firm has any direct or indirect interest in any asset which had been, since 31 December 2013, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of, by or leased to any member of the Company.

– 42 –

APPENDIX III

GENERAL INFORMATION

9. MISCELLANEOUS

• (a) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (b) The principal place of business of the Company in Hong Kong is at Units 601– 608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong.

• (c) The company secretary of the Company is Mr. Tang Chi Wai who is the qualified accountant and one of the authorised representatives of the Company. Mr. Tang joined the Company as Financial Controller in June 2008. Mr. Tang is a fellow member of the Hong Kong Institute of Certificate Public Accountants, a fellow member of the Association of Chartered Certified Accountants, a member of the Chinese Institute of Certified Public Accountants, an associate member of The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators.

• (d) The Company’s branch share registrar in Hong Kong is Hong Kong Registrars Limited, whose address is situate at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (e) In the event of inconsistency, the English text of this circular shall prevail over their respective Chinese text for the purpose of interpretation.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the Company’s principal office in Hong Kong at Units 601–608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong from the date of this circular up to and including the date of the EGM;

• (a) the articles of association of the Company;

• (b) the Sale and Purchase Agreement;

• (c) the Placing Agreement;

• (d) the annual reports of the Company for years ended 31 December 2012 and 2013;

• (e) the valuation report as referred to in Appendix II to this circular;

• (f) written consents as referred to in the paragraph headed ‘‘Experts and Consents’’ in this appendix; and

• (g) a copy of this circular.

– 43 –

NOTICE OF EGM

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 an extraordinary general meeting (the ‘‘EGM’’) of Universal Technologies Holdings Limited (the ‘‘Company’’) will be held at Units 601–608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Tuesday, 16 December 2014 at 11: 00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the conditional sale and purchase agreement (the ‘‘Agreement’’, a copy of which has been produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) dated 29 October 2014 entered into between Universal Cyberworks International Ltd., a wholly-owned subsidiary of the Company, as vendor and H and R Group Limited as purchaser in relation to: i) the sale and purchase of (a) the entire issued share capital of Universal Enterprise Investment Holdings Limited 中國 金網（集團）有限公司; (b) the entire issued share capital of Universal Enterprise Resources Limited 寰宇企業投資有限公司; and (c) 49% of the issued share capital of International Payment Solutions Holdings Limited 環球國際支付控股有限公司; and ii) the assignment of: (a) all loans and advances due from companies that are subject to the sale and purchase herein to the companies that are not subject to the sale and purchase herein, to Universal Cyberworks International Ltd.; and (b) all loans and advances due from companies that are not subject to the sale and purchase herein to companies that are subject to the sale and purchase herein, to the H and R Group Limited, and the transactions contemplated thereunder be and are hereby approved, confirmed, and ratified and any one director (‘‘Director’’) of the Company be and is hereby authorized for and on behalf of the Company to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effect to the Agreement and the transactions contemplated thereunder and to agree to such variations of the terms of the Agreement as he/she may in his/her absolute discretion consider necessary or desirable.’’

By Order of the Board Universal Technologies Holdings Limited Chen Jinyang Chairman

Hong Kong, 27 November 2014

– 44 –

NOTICE OF EGM

Notes:

• (1) Any member entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her.

• (2) A form of proxy for use at the EGM is enclosed in the circular of the Company of the same date of this notice. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or the person duly authorised.

• (3) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be lodged at Hong Kong Registrars Limited, the Company’s branch share register and transfer office in Hong Kong, whose address is situate at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time for holding of the EGM or any adjournment thereof (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the meeting or at any adjournment thereof (as the case may be) should they so wish.

• (4) Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

– 45 –