10:52     UNIVERSAL HOLD<00419> - Announcement (3)                            

    (b) as at the date of this announcement, (c) immediately after            
    completion of the UHL SP Agreement but before conversion of the First     
    Tranche Convertible Note and Second Tranche Convertible Note, (d)         
    immediately after completion of the UHL SP Agreement and assuming         
    immediate conversion of the First Tranche Convertible Note in full but    
    before conversion of the Second Tranche Convertible Note, and (e) after   
    completion of the UHL SP Agreement and immediately after conversion of    
    the First Tranche Convertible Note and the Second Tranche Convertible     
    Note (assuming that the maximum amount of the Second Tranche Convertible  
    Note is issued).                                                          
                                                                              
                                            After completion                  
                                            of the UHL SP                     
                                    Immediately after        Agreement        
                                    completion of the        and immediately  
                                    UHL SP Agreement        after conversion  
                            of                                                
                                    and assuming        the First Tranche     
                                    immediate         Convertible Note        
                            Immediately after        conversion of the        
    and the Second                                                            
                            completion of the        First Tranche            
    Tranche Convertible                                                       
                            UHL SP Agreement        Convertible Note in       
    Note (assuming that                                                       
                            but before conversion        full but before      
    the maximum                                                               
                            of the First Tranche        conversion of the     
    amount of the                                                             
            As at the date        As at the date        Convertible Note and  
    Second Tranche        Second Tranche                                      
            of the First        of this         the Second Tranche            
    Convertible Note        Convertible Note                                  
            Announcement        announcement        Convertible Note          
    (Note)        is issued) (Note)                                           
            Number                                Number of                   
            Number of                                 Number of               
                    Number of                                                 
            of Shares                %                Shares                  
    %                Shares                %                Shares            
    %                Shares                %                                  
                                                                              
    Mr. Ko and his concert                                                    
      parties        1,019,077,150                31.1%                       
    1,019,077,150                25.9%                4,065,648,021           
    42.0%                6,187,784,633                52.4%                   
    9,929,281,224                63.9%                                        
    The Vendor        -                 -                 -                   
    -                 2,700,000,000                27.9%                      
    2,700,000,000                22.9%                2,700,000,000           
    17.4%                                                                     
    Placees under the Placing                                                 
      and Top-up Subscription                                                 
      (who are public                                                         
      Shareholders)        -                 -                 654,850,000    
            16.7%                654,850,000                6.8%              
    654,850,000                5.6%                654,850,000                
    4.2%                                                                      
    Other public Shareholders        2,255,216,007                68.9%       
            2,255,216,007                57.4%                2,255,216,007   
            23.3%                2,255,216,007                19.1%           
    2,255,216,007                14.5%                                        
                                                                              
                                                                              
                                                                              
    Total        3,274,293,157                100%                            
    3,929,143,157                100.0%                9,675,714,028          
    100.0%                11,797,850,640                100.0%                
    15,539,347,231                100.0%                                      
                                                                              
                                                                              
                                                                              
    Note:        Based on the initial conversion price of HK$0.049 per        
    Share.                                                                    
                                                                              
    Mr. Ko has undertaken to the Company and the Stock exchange that he will  
    not exercise any of the First Tranche Convertible Note and/or the Second  
    Tranche 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