Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2015

Apr 29, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED 環球 實 業 科 技 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1026)

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Universal Technologies Holdings Limited to be held at Room A & B2, 11th Floor, Guangdong Investment Tower, No. 148 Connaught Road Central, Sheung Wan, Hong Kong, at 11 a.m. on Tuesday, 30 June 2015 is set forth on pages 18 to 21 of this circular. Whether or not you are able to attend the AGM in person, please complete and return 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, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

30 April 2015

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter From	The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . .	9
Appendix II	— Details of the Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be held at Room A & B2, 11th Floor, Guangdong Investment Tower, No.148 Connaught Road Central, Sheung Wan, Hong Kong, at 11 a.m. on Tuesday, 30 June 2015

• ‘‘Articles’’ the articles of association of the Company, as amended from time to time

• ‘‘Board’’ the board of Directors

• ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Company’’ Universal Technologies Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares are listed and traded on the Stock Exchange

• ‘‘core connected has the meaning ascribed to it under the Listing Rules person(s)’’

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

• ‘‘Existing Scheme the Scheme Mandate Limit as refreshed at the annual general Mandate Limit’’ meeting of the Company held on 30 April 2012, being 10% of the issued share capital of the Company as at 30 April 2012

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

• ‘‘Issue Mandate’’

• as defined in the section headed ‘‘GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES’’ of the letter from the Board

• ‘‘Latest Practicable 24 April 2015, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Repurchase Mandate’’ as defined in the section headed ‘‘GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES’’ of the letter from the Board

• ‘‘Resolution No. 4’’ ordinary resolution no. 4 as set out in the Notice of AGM ‘‘Resolution No. 5’’ ordinary resolution no. 5 as set out in the Notice of AGM

– 1 –

DEFINITIONS

• ‘‘Resolution No. 6’’ ordinary resolution no. 6 as set out in the Notice of AGM ‘‘Resolution No. 7’’ ordinary resolution no. 7 as set out in the Notice of AGM ‘‘RMB’’ Chinese Yuan, the lawful currency of the PRC

• ‘‘Scheme Mandate the total number of Shares which may be issued upon exercise of Limit’’ all options to be granted under the Share Option Scheme, which must not in aggregate exceed 10% of the Shares in issue as at the date on which the Share Option Scheme is approved by way of ordinary resolution of the shareholders in the extraordinary general meeting on 12 August 2010 and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of the approval of the refreshed limit by the Shareholders

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

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

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 12 August 2010

• ‘‘Shareholder(s)’’ holder(s) of share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Hong Kong Codes on Takeovers and Mergers and Share Repurchase

• ‘‘%’’ per cent

– 2 –

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

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

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

Head Office and

Principal Place of Business: Room A & B2, 11th Floor, Guangdong Investment Tower, No.148 Connaught Road Central, Sheung Wan, Hong Kong

Mr. Chao Pao Shu George

30 April 2015

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM for the year ended 31 December 2014 of the Company to be held at Room A & B2, 11th Floor, Guangdong Investment Tower, No. 148 Connaught Road Central, Sheung Wan, Hong Kong at 11 a.m. on Tuesday, 30 June 2015. This includes: (i) the ordinary resolutions granting the Directors general mandates to issue new Shares and to repurchase Shares; (ii) the ordinary resolution for refreshment of the Scheme Mandate Limit; and (iii) the ordinary resolution for re-election of Directors.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

At the last annual general meeting of the Company held on 30 May 2014, ordinary resolutions were passed granting to the Directors general mandates to repurchase Shares not exceeding 10% and to issue and allot new Shares not exceeding 20% of the issued share capital of the Company as at that date. These general mandates will both expire upon the conclusion of the AGM.

The Directors consider that granting of general mandates for the Directors to issue new Shares and repurchase Shares increases the flexibility of the Board in managing the Company’s financial affairs and capital base and is in the interest of the Shareholders. Therefore, ordinary resolutions will be proposed at the AGM to refresh the general mandates as follows:

• (i) to grant to the Directors a general and unconditional mandate to issue and allot new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the relevant ordinary resolution (‘‘Issue Mandate’’);

• (ii) to grant to the Directors a general and unconditional mandate to repurchase issued Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the relevant ordinary resolution (‘‘Repurchase Mandate’’); and

• (iii) conditional upon the passing of the ordinary resolutions to grant the Repurchase Mandate and the Issue Mandate, to extend the Share Issue Mandate by the addition thereto the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Full text of each of the relevant ordinary resolutions in relation to the general mandates described in (i), (ii) and (iii) above is set out as resolution numbered 4, 5, and 6 respectively in the notice of AGM appearing on pages 18 to 21 of this circular.

With respect to the proposed Share Issue Mandate, on the assumption that there is no variation to the issued share capital of the Company during the period from the Latest Practicable Date up to and including the date of the passing of ordinary resolution numbered 4 approving the Share Issue Mandate at the AGM, the maximum number of Shares which may be issued and allotted by the Company pursuant to the Share Issue Mandate is 414,089,771 Shares, based on 2,070,448,858 Shares in issue as at the Latest Practicable Date and not taking into account any additional new Shares which may be issued and allotted pursuant to the extension of the Share Issue Mandate referred to in ordinary resolution numbered 6 set out in the notice of AGM.

With respect to the proposed Repurchase Mandate, the Directors wish to state that they have no immediate plans to repurchase any Shares. An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against ordinary resolution numbered 5 approving the Repurchase Mandate at the AGM is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

EXPLANATORY STATEMENT

This circular contains the explanatory statement set out in Appendix I as required under the Listing Rules to give all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of a mandate to the Directors to exercise the powers of the Company to repurchase its own Shares.

REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT

The Board adopted a new share option scheme (‘‘Share Option Scheme’’) which is in compliance with the Listing Rules and obtained the approval of the shareholders in accordance with the Listing Rules at the Company’s extraordinary general meeting held on 12 August 2010.

Under the rules of the Share Option Scheme:

• (i) the number of Shares subject to options that may be granted shall not exceed 10% of the Shares in issue at the date of the approval of the Share Option Scheme or of the refreshment of the Scheme Mandate Limit;

• (ii) the Company may seek Shareholders’ approval to renew the Scheme Mandate Limit. However, the Scheme Mandate Limit to be refreshed shall not exceed 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Options previously granted under the Share Option Scheme and other share option schemes (including those outstanding, cancelled, lapsed in accordance with the schemes or exercised options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. A circular must be sent to Shareholders in connection with the meeting at which their approval will be sought;

• (iii) the Company may seek separate approval of the Shareholders in general meeting to grant options beyond the Scheme Mandate Limit to participants specifically identified by the Company before the aforesaid Shareholders’ meeting where such approval is sought; and

• (iv) the overall limit on the number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other option scheme of the Company must not in aggregate exceed 30% of the total number of Shares in issue from time to time.

At the annual general meeting of the Company held on 30 April 2012, the Scheme Mandate Limit was refreshed and approved by the then Shareholders such that the total number of Shares which may fall to be issued upon exercise of all options to be granted under the Share Option Scheme must not exceed 170,457,885 Shares, representing 10% of the issued share capital of the Company as at 30 April 2012. Up to the Latest Practicable Date, options carrying the rights to subscribe for 120,000,000 Shares have been granted under the Existing Scheme Mandate Limit, no options were exercised and were lapsed, all

– 5 –

LETTER FROM THE BOARD

options are outstanding. None of these options were cancelled. Accordingly, the Company is permitted to grant further options to subscribe for 50,457,885 Shares under the Existing Scheme Mandate Limit, being approximately 2% of the issued share capital of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, there were a total of 120,000,000 outstanding options granted under the Option Scheme Mandate Limit, since the adoption of the Share Option Scheme, representing approximately 5.8% of the issued share capital of the Company as at the Latest Practicable Date. None of the grantees has been granted with options which exceed the limit of 1% of the issued share capital of the Company in the 12 months period up to and including the respective dates of grant as set out in Rule 17.03(4) of the Listing Rules.

The Directors consider that the Company should refresh the Scheme Mandate Limit so that the Company can have more flexibility to provide incentive to Participants by way of granting options to them. If the refreshment of the Existing Scheme Mandate Limit is approved at the AGM, based on the 2,070,448,858 Shares in issue as at the Latest Practicable Date and assuming no new Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the AGM, the Directors will be able to grant options to subscribe for up to a total of 207,044,885 Shares, representing 10% of the issued share capital of the Company as at the date of the AGM. The number of Shares which may be issued upon exercise of such maximum amount of options which may be granted after approval of the refreshment of the Scheme Mandate Limit plus the 120,000,000 options outstanding as at the Latest Practicable Date will not exceed 30% of the total number of Shares in issue.

The proposed refreshment of the Scheme Mandate Limit is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, such number of Shares, representing 10% of the Shares in issue as at the date of AGM, which may fall to be allotted and issued pursuant to the exercise of options which may be granted under the Share Option Scheme up to the refreshed Scheme Mandate Limit.

Application will be made to the Stock Exchange for granting the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the options granted under the Share Option Scheme up to the refreshed Scheme Mandate Limit.

The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Group and the Shareholders as a whole because it enables the Company to reward and motivate its employees and other selected Participants under the Share Option Scheme. The refreshment of the Scheme Mandate Limit is in line with purpose of the Share Option Scheme. An ordinary resolution will be proposed at the forthcoming AGM to approve the refreshment of the Existing Scheme Mandate Limit in the terms as set out in Resolution No. 7 of the Notice of AGM.

– 6 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTOR

In accordance with Article 87 of the Articles of Association, Mr. Chen Jinyang, Mr. Chau Cheuk Wah, Dr. Cheung Wai Bun, Charles J.P. and Mr. David Tsoi shall retire as Directors by rotation, and being eligible, will offer themselves for re-election at the AGM.

Biographical details of each of the retiring Directors who offer himself for re-election are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The AGM Notice convening the AGM is set out in pages 18 to 21 of this circular and a form of proxy for use at the AGM is herein enclosed.

Any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands, pursuant to Rule 13.39(4) of the Listing Rules. Therefore, all the resolutions put to vote at the AGM shall be taken by poll.

An announcement will be made by the Company following the conclusion of the AGM to inform you of the poll results.

ANNUAL GENERAL MEETING

The Notice and a form of proxy for use at the AGM are enclosed with the 2014 Annual Report. To be valid, the form of proxy for use at the AGM must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at 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, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion of the form of proxy and returning it to the Company will not preclude you from attending and voting in person at the AGM or at any adjourned thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (1) the information contained in this circular is accurate and complete in all material respects and not misleading;

– 7 –

LETTER FROM THE BOARD

• (2) there are no other matters the omission of which would make any statement in this circular misleading; and

• (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

RECOMMENDATION AND DOCUMENTS FOR INSPECTION

The Directors consider that the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the refreshment of the Scheme Mandate Limit and the re-election of Directors are in the interests of the Company and its shareholders and so recommend you to vote in favour of the relevant resolutions at the AGM.

Yours faithfully By Order of the Board

UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED Chen Jinyang Chairman

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This is an explanatory statement given to all shareholders of the Company, as required by the Listing Rules, to provide requisite information of the Repurchase Mandate.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules contain provisions regulating the repurchase by companies whose primary listings are on the Stock Exchange of their securities on the Stock Exchange, the following is a summary of certain provisions of the Listing Rules relating to repurchase of securities.

(a) Shareholders’ approval

All proposed repurchase of securities on the Stock Exchange by a company with primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by special approval of a particular transaction.

(b) Share capital

As at the Latest Practicable Date, the issued share capital of the Company comprises 2,070,448,858 shares of HK$0.01 each. Subject to the passing of the Resolution No. 5 set out in the notice of AGM and on the basis that no further Shares are issued nor repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 207,044,885 shares (being 10% of the Shares in issue as at the Latest Practicable Date) during the period from the date of passing of the Resolution No. 5 as set out in the notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or (iii) the revocation or variation or renewal of the Repurchase Mandate by ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.

(c) Reasons for repurchases

The Directors have no present intention to repurchase any Shares but they consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase and is beneficial to the Company when appropriate. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/ or its earnings and/or its dividend per Share. There might be a material adverse impact on the working capital or gearing position of the Company (as compared to the position disclosed in the audited accounts for the year ended 31 December 2014) in the event that the proposed repurchases pursuant to the Repurchase Mandate are to be carried out in full at any time during the proposed repurchase period. However, the Directors will not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

(d) Source of Funds

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Memorandum and Articles of the Company and the applicable laws of the Cayman Islands.

The Company is empowered by its Memorandum and Articles to repurchase its Shares. The laws of the Cayman Islands state that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of Shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the laws of the Cayman Islands, the repurchased Shares will remain being part of the authorised but unissued share capital.

(e) Undertaking

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the proposed Repurchase Mandate is approved by the Company’s shareholders, to sell any Shares to the Company. At the Latest Practicable Date, no core connected person (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell any Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Repurchase Mandate is approved by the Company’s Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Memorandum and Articles of the Company and any applicable laws of the Cayman Islands.

(f) Effects of the Takeovers Code and minimum public float

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a shareholder, or a group of shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

If the Repurchase Mandate are exercised in full, the percentage shareholding of the substantial shareholders of the Company before and after such repurchase will be as follows:

	Number	% before	% after
Substantial Shareholders	of Shares	Repurchase	Repurchase
Ever City Industrial Development
Limited (Note 1)	510,380,000	24.65%	27.39%
Yang Zhimao (Note 1)	510,380,000	24.65%	27.39%
Ng Tin Shui	240,000,000	11.59%	12.88%
Eastcorp International Limited
(Note 2)	200,000,000	9.66%	10.73%
Liao Hai Ying (Note 3)	160,440,000	7.75%	8.61%
Passion Ease Limited (Note 3)	160,440,000	7.75%	8.61%
Ho Shui Chee	149,170,000	7.20%	8.00%
Zhu Fenglian (Note 1)	106,000,000	5.12%	5.69%

Notes:

• (1) Mr. Yang Zhimao is deemed to be interested in 510,380,000 shares, comprising (a) 310,380,000 shares directly held by his controlled corporation, Ever City Industrial Development Limited; (b) 200,000,000 shares directly held by his controlled corporation, Eastcorp International Limited. Eastcorp International Limited is owned as to 50% by Ever City Industrial Development Limited, which is in turn 80% owned by Mr. Yang Zhimao. The remaining 20% shareholding in Ever City Industrial Development Limited is owned by Ms. Zhu Fenglian, the spouse of Mr. Yang Zhimao. Pursuant to the SFO, Ever City Industrial Development Limited is also deemed to be interested in the entire 510,380,000 shares because Eastcorp International Limited is deemed to be its controlled corporation. Eastcorp International Limited is beneficially owned by Ever City Industrial Development Limited, Mr. Chau Cheuk Wah and Mr. Chen Zhihao as to 50%, 25% and 25% respectively. Eastcorp International Limited directly holds 200,000,000 shares.

• (2) Eastcorp International Limited is beneficially owned by Ever City Industrial Development Limited, Mr. Chau Cheuk Wah and Mr. Chen Zhihao as to 50%, 25% and 25% respectively. Eastcorp International Limited directly holds 200,000,000 shares.

• (3) Passion Ease Limited is owned by Liao Hai Ying. Pursuant to the SFO, Liao Hai Ying is deemed to be interested in the entire 160,440,000 shares because Passion Ease Limited is a controlled corporation of him.

In the event that the Directors shall exercise in full the Repurchase Mandate, the total interests of the above substantial shareholders will be increased to approximately the percentage shown in the last column above. As a result of such increase in the shareholding of the substantial shareholders of the Company, Ever City Industrial Development Limited, Mr. Yang Zhimao, Ms. Zhu Fenglian, Eastcorp International Limited, Mr. Chau Cheuk Wah, Mr. Chen Zhihao, Mr. Chow Cheuk Lap and Top Nation International Limited, being the parties acting in concert (the‘‘Parties’’), were interested in a total of 617,920,000 Shares representing approximately 29.84% of the issued share capital of the Company. In the event that the Repurchase Mandate is

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

exercised in full and assuming that there is no change in the number of Shares held by the Parties and there is no other change to the issued share capital of the Company, the shareholdings of the Parties in the Company will be increased to approximately 33.16%. Such increase would obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as result of any repurchase be made under the Repurchase Mandate.

The Directors will not exercise the Repurchase Mandate (whether in whole or in part) to the extent which will result in the number of Shares being held by the public falling below the relevant minimum prescribed percentage of the Company as required by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.

2. SHARE REPURCHASE

The Company had not repurchased any of Shares during the previous six months immediately preceding the Latest Practicable Date.

3. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2014
March	0.590	0.500
April	0.530	0.480
May	0.520	0.460
June	0.510	0.450
July	0.470	0.420
August	0.450	0.405
September	0.460	0.390
October	0.520	0.390
November	0.500	0.415
December	0.520	0.410
2015
January	0.760	0.500
February	0.800	0.530
March	0.710	0.590
April (Up to Latest Practicable Date)	0.780	0.680

– 12 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles:

BIOGRAPHICAL INFORMATION

Executive Directors

Mr. Chen Jinyang

Mr. Chen, aged 44, is an Executive Director and the Chairman of the Company. He has substantial experience and knowledge of banking industry and investment business in the PRC. Mr. Chen is interested in share options 20,000,000 to subscribe for Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chen is the director of the subsidiaries of the Company, including Universal Cyberworks International Ltd., LEADING INTERNATIONAL GROUP INC., Billion Champ Corporation Limited, International Payment Solutions Holdings Limited, International Payment Solutions (Hong Kong) Limited, Ease2Pay Limited, Universal Technologies (Hong Kong) Limited, Universal Technologies Investment Limited, Universal Property Holdings Limited and the legal representative of Shenzhen Huanye Universal Technologies Limited

Save as disclosed above, Mr. Chen did not hold any other directorship in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas. Mr. Chen does not hold any other position with the Company or any of its subsidiaries. Mr. Chen does not hold any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Chen is entitled to monthly director’s remuneration of HK$5,000 and monthly salary of HK$120,000 and a discretionary bonus which was determined on arm’s length negotiation between the parties with reference to prevailing market conditions. Mr. Chen is appointed as Executive Director and Chairman of the Board for a term of 2 years commencing from 18 December 2012 and 16 September 2013 respectively and shall continue thereafter subject to retirement by rotation and re-election at the annual general meeting of the Company.

Save as disclosed above, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2) (h) to (v) of the Listing Rules, nor is there any other matter that ought to be brought to the attention of the attention of the shareholders.

– 13 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Chau Cheuk Wah

Mr. Chau, aged 60, is an Executive Director and the Chief Executive Officer of the Company. Mr. Chau has 36 years of experience in banking and finance in Hong Kong, China and Singapore with various global financial institutes. Mr. Chau was graduated from The Chinese University of Hong Kong with a bachelor degree in Business Administration.

Mr. Chau is interested in share options to subscribe for 20,000,000 Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Chau is a director of and has 25% beneficially interest in Eastcorp International Limited, which is interested in 200,000,000 Shares, representing approximately 9% of the issued share capital of the Company as at the Latest Practicable Date. Mr. Chau is a brother of Mr. Chow Cheuk Lap, an Executive Director.

In 1999, Mr. Chau, in his capacity of Independent Non-Executive Director of Wing Lee International Holdings Limited (stock code 899, now known as Asia Resources Holdings Limited), among other directors, was criticized by The Stock Exchange of Hong Kong Limited in relation to the failure to provide timely profit warning when knowingly the company could not meet the profit forecast report in the prospectus on the year after listing. The criticism did not involve fraud or dishonesty and there was no further action against Mr. Chau in relation to such subject matter.

Mr. Chau is the director and company secretary of the subsidiaries of the Company, including Universal Cyberworks International Ltd., LEADING INTERNATIONAL GROUP INC., Billion Champ Corporation Limited, International Payment Solutions Holdings Limited, International Payment Solutions (Hong Kong) Limited, Ease2Pay Limited, Universal Technologies (Hong Kong) Limited, Universal Technologies Investment Limited and Universal Property Holdings Limited.

Save as disclosed above, Mr. Chau did not hold any other directorship in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas. Mr. Chau does not hold any other position with the Company or any of its subsidiaries. Mr. Chau does not hold any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Chau and the Company has entered into a service agreement of Executive Director and Chief Executive Officer for a term of two years from 16 September 2013 and 3 June 2013 respectively, subject to a two month of notice period by either party. Pursuant to the service agreement entered into between Mr. Chau and the Company, Mr. Chau is entitled to a monthly director’s remuneration of HK$5,000 and a fixed salary of HK$165,000 per month which was reviewed and approved by the Remuneration Committee taking into account the existing salary scale within the Company and prevailing market averages. Mr. Chau shall continue thereafter subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

– 14 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed above, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2) (h) to (v) of the Listing Rules, nor is there any other matter that ought to be brought to the attention of the attention of the shareholders.

Independent Non-Executive Directors

Dr. Cheung Wai Bun, Charles, J.P.

Dr. Cheung, aged 78, is an Independent Non-Executive Director, the Chairman of Remuneration Committee and a member of Audit Committee and Nomination Committee of the Company. He was awarded with Honorary Doctorate Degree in Business Administration by John Dewey University in the United States in 1984. He obtained a master degree in Business Administration and a Bachelor of Science degree in Accounts and Finance from New York University in the United States in 1962 and 1960, respectively. Dr. Cheung is a Director and Vice Chairman of Executive Committee of Metropolitan Bank (China) Ltd., and the Independent Non-Executive Director and the Director of Audit Committee of China Resources Bank of Zhuhai Co., Ltd. He was formerly Independent Non-Executive Director and the Chairman of Audit Committees of Shanghai Electric Group Company Limited (stock code: 2727). Dr. Cheung is an Independent Non-Executive Director and the Chairman of respective Audit Committees of Pioneer Global Group Limited (stock code: 224) and China Financial International Investments Limited (stock code: 721), all of which are companies listed on the Main Board of the Stock Exchange. He is the Chairman of the Board, an Independent Non-Executive Director, the Chairman of Nomination Committee and Remuneration Committee of Grand T.G Gold Holding Limited (stock code: 8299), a company listed on the GEM of the Stock Exchange. Dr. Cheung is also an Independent Director and the Chairman of Nomination Committee of Zebra Strategic Holdings Limited (stock code: 8260) listed on GEM board. Dr. Cheung is the Chairman of Joy Harvest International Ltd. He is also a Council Member of the Hong Kong Institute of Directors. He was a former visiting professor of School of Business of Nanjing University, China. He is a member of Hospital Governing Committee of both Kowloon Hospital and Hong Kong Eye Hospital and a member of Regional Advisory Committee of Hospital Authority. He was a former director and advisor of the Tung Wah Group of Hospitals. Dr. Cheung was formerly a Chief Executive & Executive Deputy Chairman of Mission Hills Group.

Dr. Cheung was awarded the Directors of the Year Awards 2002 of ‘‘Listed Company Non-Executive Director’’. He was elected Outstanding Director Award by the Chartered Association of Directors, Outstanding Management Award by Chartered Management Association, and Outstanding CEO Award by the Asia Pacific CEO Association in December 2010.

Save as disclosed above, Dr. Cheung did not hold any other directorship in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas. Dr. Cheung does not hold any other position with the Company or any of its subsidiaries. Dr. Cheung does not have any relationship with any other Directors, senior

– 15 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

management, substantial shareholders or controlling shareholders of the Company. Dr. Cheung has no interests in the securities of the Company within the meaning of the Part XV of the SFO.

Dr. Cheung was appointed as an Independent Non-Executive Director by way of a director’s service agreement for an initial term of two years and shall continue thereafter subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Dr. Cheung is entitled to monthly Director’s remuneration of HK$30,000 which was determined on arm’s length negotiation between the parties with reference to prevailing market conditions.

Save as disclosed above, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter that ought to be brought to the attention of the Shareholders.

Mr. David Tsoi

Mr. Tsoi, aged 67, is an Independent Non-Executive Director, Chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company. Mr. Tsoi is the managing director of Alliott, Tsoi CPA Limited. Mr. Tsoi obtained a master’s degree in business administration from the University of East Asia, Macau (currently known as University of Macau) in 1986. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Taxation Institute of Hong Kong. He is also a member of the Institute of Chartered Accountants of England and Wales, CPA Australia, the Society of Chinese Accountants and Auditors and the Certified General Accountants Association of Canada, respectively.

Mr. Tsoi is interested in share options to subscribe for 20,000,000 Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Tsoi was formerly an Independent Non-Executive Director of CSR Corporation Limited (stock code: 1766). Mr. Tsoi is an Independent Non-Executive Director of each of MelcoLot Limited (stock code: 8198) and Enviro Energy International Holdings Limited (stock code: 1102), respectively, the shares of which are all listed on the Stock Exchange.

Save as disclosed above, Mr. Tsoi did not hold any other directorship in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas. Mr. Tsoi does not hold any other position with the Company or any of its subsidiaries. Mr. Tsoi does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Tsoi is entitled to a monthly Director’s remuneration of HK$20,000 and a discretionary bonus which was determined on arm’s length negotiation between the parties with reference to prevailing market conditions. Mr. Tsoi was appointed for an initial term of 2 years on 3 June 2013 and shall continue thereafter subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

– 16 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed above, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter that ought to be brought to the attention of the Shareholders.

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED 環球 實 業 科 技 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1026)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Universal Technologies Holdings Limited (the ‘‘Company’’) will be held at Room A & B2, 11th Floor, Guangdong Investment Tower, No. 148 Connaught Road Central, Sheung Wan, Hong Kong on Tuesday, 30 June 2015 at 11 a.m.

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 December 2014;

2. (a) To re-elect the following Directors:

   • (i) Mr. Chen Jinyang

   • (ii) Mr. Chau Cheuk Wah

   • (iii) Dr. Cheung Wai Bun, Charles J.P.

   • (iv) Mr. David Tsoi

3. (b) To authorise the Board of Directors of the Company to fix the directors’ remuneration;

4. To re-appoint auditors and to authorise the Board to fix their remuneration;

As special business, to consider and if thought fit, pass the following:

1. ‘‘THAT

2. (a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the new additional shares in the capital of the Company, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and its subsidiaries and/or other eligible persons of shares or rights to acquire shares of the Company or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution and the said approval shall be limited accordingly;

• (d) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Company or by the Directors of the Company to the holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).’’

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or of any other stock exchange, be and is hereby generally and unconditionally approved and authorised;

3. (b) the aggregate nominal amount of the shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

4. (c) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and

   • (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

5. ‘‘THAT conditional upon Resolutions 4 and 5 being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in Resolution 5 shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 4 above.’’

6. ‘‘THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, such number of Shares which may fall to be allotted and issued pursuant to the exercise of options which may be granted under the refreshed scheme mandate limit (the ‘‘Scheme Mandate Limit’’) under the share option scheme of the Company adopted on 12 August 2010 (the ‘‘Share Option Scheme’’) and any other scheme(s) of the Company, representing 10 per cent. of the issued share capital of the Company as at the date on which this resolution is passed:

7. (i) approval be and is hereby granted for refreshing the Scheme Mandate Limit of up to 10 per cent. of the Shares in issue as at the date on which this resolution is passed; and

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the Directors be and are hereby authorised, at their absolute discretion, (i) to grant options to subscribe for Shares within the refreshed Scheme Mandate Limit in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme within the refreshed Scheme Mandate Limit.’’

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

Hong Kong, 30 April 2015

Notes:

• (1) The register of members of the Company will be closed from Thursday, 25 June 2015 to Tuesday, 30 June 2015 (both days inclusive) to facilitate the processing of proxy voting. To be entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Shop 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4: 30 p.m. on Wednesday, 24 June 2015.

• (2) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

• (3) In order to be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of 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, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

– 21 –