09:21     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(3)         

    the date of the Placing and Subscription Agreement, the Subscription      
    will lapse. The Company shall bear all the costs and expenses in          
    relation to the Subscription.                                             
                                                                              
    Application will be made to the Listing Committee of the Stock Exchange   
    for the listing of and permission to deal in the Subscription Shares.     
                                                                              
    THE UHL SP AGREEMENT AND THE WHITEWASH WAIVER                             
                                                                              
    The Company refers to the Announcement in relation to, among other        
    things, the UHL SP Agreement and the Whitewash Waiver. Whilst the         
    Placing is unconditional, completion of the Subscription is on the other  
    hand subject to a condition in addition to the condition of the           
    completion of the Placing (as stated above), which may or may not be      
    satisfied. Accordingly, there is a risk that the Placing may proceed      
    without the Subscription being completed. Pursuant to Schedule VI to the  
    Takeovers Code, the Executive will not normally grant the Whitewash       
    Waiver if, without the consent of the Executive, any acquisitions or      
    disposals of voting rights are made by any of Mr. Ko and his concert      
    parties (including the Vendors) in the period between the Announcement    
    and the extraordinary general meeting of the Company to be held for       
    approving, among other things, the UHL SP Agreement and the transactions  
    contemplated thereunder. If the Subscription does not complete, the       
    Placing will be a disposal of voting rights and will constitute a         
    disqualifying transaction under paragraph 3(b) of Schedule VI to the      
    Takeovers Code and the Whitewash Waiver will not be granted by the        
    Executive. As stated in the Announcement, completion of the UHL SP        
    Agreement is conditional on, among other things, granting of the          
    Whitewash Waiver by the Executive, which condition is not capable of      
    waiver by any parties to the UHL SP Agreement. Accordingly, if the        
    Placing takes place and the Subscription does not, then the Executive     
    will not grant the Whitewash Waiver and the UHL SP Agreement and the      
    transactions contemplated thereunder will not proceed.                    
                                                                              
    EFFECTs OF THE PLACING AND THE SUBSCRIPTION                               
                                                                              
    Effects on the shareholding structure of the Company pursuant to the      
    Placing and the Subscription are as follows:                              
                                            Immediately after the             
                                    Immediately after the        Placing,     
    the Subscription,                                                         
                                    Placing, the         completion of the    
    UHL SP                                                                    
                    Immediately after the        Immediately after the        
    Subscription, and        Agreement and assuming                           
                    Placing but before the         Placing and the            
    completion of the UHL        full conversion of the                       
            Existing shareholding        Subscription        Subscription     
    SP Agreement        Convertible Note (Note)                               
            Number of                                Number of                
                    Number of                                Number of        
                            Number of                                         
            Shares                %                Shares                %    
            Shares                %                Shares                %    
            Shares                %                                           
                                                                              
    Mr. Ko and his                                                            
      concerted                                                               
      parties        1,019,077,150                31.1%                       
    364,227,150                11.1%                1,019,077,150             
    25.9%                4,065,648,021                42.0%                   
    9,929,281,232                63.9%                                        
                                                                              
    Vendor to                                                                 
      the UHL                                                                 
      SP Agreement        -                 -                 -               
    -                 -                -                 2,700,000,000        
            27.9%                2,700,000,000                17.4%           
                                                                              
    Placees        -                 -                 654,850,000            
    20.0%                654,850,000                16.7%                     
    654,850,000                6.8%                654,850,000                
    4.2%                                                                      
                                                                              
    Public        2,255,216,007                68.9%                          
    2,255,216,007                68.9%                2,255,216,007           
    57.4%                2,255,216,007                23.3%                   
    2,255,216,007                14.5%                                        
                                                                              
                                                                              
                                                                              
    Total        3,274,293,157                100.0%                          
    3,274,293,157                100.0%                3,929,143,157          
    100.0%                9,675,714,028                100.0%                 
    15,539,347,239                100.0%