Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

UNIVERSE ENTERTAINMENT AND CULTURE

GROUP COMPANY LIMITED 寰 宇 娛 樂 文 化 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

CONNECTED TRANSACTION

PROVISION OF FINANCIAL ASSISTANCE TO CONNECTED PERSON

PROVISION OF FINANCIAL ASSISTANCE

The Board would like to announce that on 12 August 2020 (after trading hours of the Stock Exchange), the Lender, being an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to provide the Borrower a loan facility of HK$3,900,000 for a term of 18 months at an interest rate of 12% per annum.

As security for the due and punctual performance of the Borrower's obligations under the Loan Agreement, the Borrower executed the First Legal Charge in favour of the Lender.

LISTING RULES IMPLICATIONS

As the Borrower is the sister-in-law of Mr. Lam, who is the chairman, an executive Director and controlling shareholder of the Company, the Borrower is a deemed connected person of the Company and the transactions contemplated under the Loan Arrangement constitute a connected transaction on the part of the Company under Chapter 14A of the Listing Rules. Mr. Lam is therefore considered to have material interests in the Loan Arrangement, and had abstained from voting at the Board meeting for approving the Loan Arrangement.

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As the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the Loan Arrangement exceeds 0.1% but are less than 5%, the entering into of the Loan Arrangement is subject to the reporting and announcement requirements but exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

PROVISION OF FINANCIAL ASSISTANCE

The Board would like to announce that on 12 August 2020 (after trading hours of the Stock Exchange), the Lender, being an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to provide the Borrower a loan facility of HK$3,900,000 for a term of 18 months at an interest rate of 12% per annum.

As security for the due and punctual performance of the Borrower's obligations under the Loan Agreement, the Borrower executed the First Legal Charge in favour of the Lender.

THE LOAN AGREEMENT

The principal terms of the Loan Agreement are set out below:

Date:

12

August 2020

Parties:

(i)

China Jianxin Credit Services Limited, as the Lender;

(ii)

Ms. Ha Pui Yee, as the Borrower

Principal amount of the Loan:

HK$3,900,000

The Loan shall be funded by internal resources of the Group.

Interest:

12% per annum payable monthly and the first of such monthly

interest to be payable one month after making of the Loan

Financing term:

12

August 2020 to 11 February 2022

Repayment:

The Loan shall be repayable on or before 12 February 2022

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Prepayment:

The Borrower is entitled to make early repayment of the Loan

in full or in part to the Lender by giving to the Lender not less

than seven days prior written notice, specifying the amount to

be repaid and the date on which the early repayment is to be

made; and the Borrower shall, on the date of early repayment,

pay to the Lender all accrued interest on the amount to be

early repaid.

Security:

The repayment obligations of the Borrower under the Loan

Agreement are secured by the First Legal Charge.

First Legal Charge

As security for the due payment of all moneys payable by the Borrower to the Lender under the Loan Agreement, the Borrower entered into the First Legal Charge over the Property in favour of the Lender.

The Property is situated at Flat B, 27/F., Block 39, No.16 Pak Tak Street, City One Shatin, Shatin, New Territories, Hong Kong, with a market value of HK$5,650,000 based on a valuation conducted by an independent property surveyor on 4 August 2020.

Having regard to the above, the Board (including the independent non-executive Directors) considers that the First Legal Charge provided under the Loan Arrangement is sufficient to protect the interest of the Company and the Shareholders as a whole.

INFORMATION ON THE BORROWER

The Borrower is the sister-in-law of Mr. Lam, who is the chairman, an executive Director and controlling shareholder of the Company.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Group is principally engaged in video distribution, film distribution and exhibition, licensing and sub-licensing of film rights, money lending, leasing of investment properties, entertainment business, securities investment, trading, wholesaling and retailing of optical products and watches products, and provision of type-setting, translation, printing, design, distribution of financial print products and other related services.

The Lender, being a company incorporated in Hong Kong with limited liability, is an indirect wholly-owned subsidiary of the Company. It is a registered money lender holding a valid money lenders licence under the Money Lenders Ordinance. It is principally engaged in the provision of money lending services.

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Taking into consideration that (i) the provision of money lending services to the Borrower by the Lender pursuant to the Loan Agreement is in the ordinary and usual course of business of the Group and will generate stable revenue to the Group from the interest income; and (ii) the terms of the Loan Arrangement (including the interest rate) were determined at after arm's length negotiations between the Group and the Borrower with reference to the prevailing commercial practice, the financial background of the Borrower, the market value of the security provided and the amount of the Loan, the Board (including the independent non-executive Directors) considers that (i) the Loan Arrangement was entered into in the ordinary and usual course of business of the Group on normal commercial terms; and (ii) the terms of the Loan Arrangement are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the Borrower is the sister-in-law of Mr. Lam, who is the chairman, an executive Director and controlling shareholder of the Company, the Borrower is a deemed connected person of the Company and the transactions contemplated under the Loan Arrangement constitute a connected transaction on the part of the Company under Chapter 14A of the Listing Rules. Mr. Lam is therefore considered to have material interests in the Loan Arrangement, and had abstained from voting at the Board meeting for approving the Loan Arrangement.

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the Loan Arrangement exceeds 0.1% but are less than 5%, the entering into of the Loan Arrangement is subject to the reporting and announcement requirements but exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

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

"Board"

the board of Directors

"Borrower"

Ms. Ha Pui Yee, the sister-in-law of Mr. Lam

"Company"

Universe Entertainment and Culture Group Company Limited,

a company incorporated in Bermuda with limited liability, the

issued shares of which are listed on Main Board of the Stock

Exchange (stock code: 1046)

"connected person"

has the meaning ascribed to it under the Listing Rules

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"controlling shareholder"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"First Legal Charge"

an all monies first legal charge over the Property dated 12

August 2020 and executed by the Borrower in favour of the

Lender as security for the Loan Agreement

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Lender"

China Jianxin Credit Services Limited, a company incorporated

in Hong Kong with limited liability and an indirect wholly-

owned subsidiary of the Company

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Loan"

the secured term loan facility in the principal amount of

HK$3,900,000 granted by the Lender to the Borrower pursuant

to the terms and conditions of the Loan Agreement

"Loan Agreement"

the loan agreement dated 12 August 2020 and entered into

between the Lender and the Borrower in relation to the grant

of the loan facility of HK$3,900,000 to the Borrower for a

term of 18 months at an interest rate of 12% per annum

"Loan Arrangement"

collectively, the Loan Agreement and the First Legal Charge

"Money Lenders Ordinance"

the Money Lenders Ordinance (Chapter 163 of the Laws of

Hong Kong)

"Mr. Lam"

Mr. Lam Shiu Ming, Daneil, the chairman, executive Director

and controlling shareholder of the Company

"PRC"

The People's Republic of China which, for the purpose of

this announcement, excludes Hong Kong, the Macau Special

Administrative Region and Taiwan

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"Property"

property situated at Flat B, 27/F., Block 39, No.16 Pak Tak

Street, City One Shatin, Shatin, New Territories, Hong Kong

with a total saleable area of approximately 284 square feet

"Share(s)"

ordinary share(s) of HK$0.01 each in the share capital of the

Company

"Shareholder(s)"

holder(s) of issued Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"%"

per cent.

On behalf of the Board

Universe Entertainment and Culture

Group Company Limited

Lam Shiu Ming, Daneil

Chairman and Executive Director

Hong Kong, 12 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. Lam Shiu Ming, Daneil and Mr. Lam Kit Sun, and the independent non-executive directors of the Company are Mr. Choi Wing Koon, Mr. Lam Chi Keung and Mr. Tang Yiu Wing.

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Universe International Financial Holdings Ltd. published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 12:42:03 UTC