09:49 UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(8) relevant dates of the maturity date and conversion period of the Convertible Notes. LISTING APPLICATION The Company will make an application to the Stock Exchange seeking approval from the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares and any new Shares which may fall to be issued upon conversion of the Convertible Note. THE WHITEWASH WAIVER Mr. Ko and his concert parties currently hold approximately 31.12% of the issued share capital of the Company. Upon completion of the UHL SP Agreement, the percentage voting rights held by Mr. Ko and his concert parties in Company will increase from approximately 31.12% to (i) approximately 45.07% of the enlarged issue share capital of the Company before conversion of the Convertible Note; and (ii) approximately 66.71% of the further enlarged issued share capital of the Company assuming immediate conversion of the Convertible Note in full. Mr. Ko and his concert parties will apply to the Executive for the Whitewash Waiver in respect of the obligation which would otherwise arise under Rule 26.1 of the Takeovers Code for Mr. Ko and his concert parties to make a mandatory general offer for all the issued Shares not already owned by Mr. Ko or the parties acting in concert with him. The Whitewash Waiver will, if granted, be subject to approval by the Independent Shareholders by poll at the EGM in accordance with Note 1 of the Note on dispensation from Rule 26 of the Takeovers Code or as may otherwise be required by the Executive. Mr. Ko and his concert parties will have to abstain from voting in respect of the resolution for approving the Whitewash Waiver. SHAREHOLDING STRUCTURE OF THE COMPANY The table below sets out for illustrative purposes the shareholding structure of the Company as at the date of this announcement and that immediately after completion of the UHL SP Agreement before and after conversion of the Convertible Note in full. Immediately after Immediately after completion of the completion of the UHL SP Agreement UHL SP Agreement but and assuming immediate As at the date of before conversion of conversion of the this announcement the Convertible Note Convertible Note in full Number Number Number of Shares % of Shares % of Shares % Mr. Ko and his concert parties 1,019,077,150 31.12% 4,065,648,021 45.07% 9,929,281,232 66.71% The Vendor - - 2,700,000,000 29.93% 2,700,000,000 18.14% Public 2,255,216,007 68.88% 2,255,216,007 25.00% 2,255,216,007 15.15% Total 3,274,293,157 100.00% 9,020,864,028 100.00% 14,884,497,239 100.00% Based on the shareholding structure of the Company as at the date of this announcement and the terms of the Deed, the UHL SP Agreement and the Convertible Note, the shareholding percentage held by public Shareholders would fall to approximately 15.15% of the enlarged share capital of the Company immediately upon conversion of the Convertible Note in full, which is less than the minimum 25% public float required under the Listing Rules. Mr. Ko has undertaken to the Company and the Stock Exchange that he will not exercise any of the Convertible Note so as to cause the public float of the Company to fall below the required minimum level under the Listing Rules at any time. The Stock Exchange has indicated that should the UHL SP Agreement be completed, it will closely monitor trading in the Shares if less than 25% of the issued Shares are held by the public. If the Stock Exchange believes that a false market exists or may exist in the Shares; or there