Universal Star : SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO THE PLACING OF NEW SHARES UNDER GENERAL MANDATE

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

UNIVERSAL STAR (HOLDINGS) LIMITED 星宇 ( 控股 ) 有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2346)

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO THE

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

Reference is made to the announcement of the Company dated 24 March 2021 (the "Announcement") in relation to the issue of Subscription Shares under General Mandate is revised to Placing of New Shares under General Mandate.

On 24 March 2021 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent agrees, as agent of the Company, to procure on a best effort basis of not less than six Placees, who and whose ultimate beneficial owners will be Independent Third Parties, to subscribe for up to a maximum of 100,000,000 Placing Shares at the Placing Price of HK$0.37 per Placing Share.

Assuming that there will be no change in the number of issued Shares between the date of the Announcement and the Completion, the 100,000,000 Placing Shares represent approximately 20% of the existing issued share capital of the Company as at the date of the Announcement and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

The gross proceeds from the Placing, assuming all the Placing Shares are fully placed, will be HK$37,000,000. The net proceeds from the Placing, after the deduction of the placing commission and other related expenses, are estimated to be approximately HK$35,890,000. The company intends to use the net proceeds from the placing for business development or investment when opportunities arise, as well as for operating funds and general group purposes.

The Placing Shares will be issued under the General Mandate and therefore the Placing is not subject to any Shareholders' approval. The Placing is conditional upon the Stock Exchange granting the Company the approval for the listing of, and the permission to deal in the Placing Shares.

Shareholders and potential investors of the Company shall be aware that Completion is subject to fulfillment of the condition set out in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date

24 March 2021 (after trading hours)

Parties

Issuer: The Company

Placing Agent: CNI Securities Group Limited

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of the Announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placing commission

The Placing Agent will receive a placing commission of 3% of the aggregate Placing Price of the Placing Shares placed by the Placing Agent for and on behalf of the Company in pursuance of its obligations under the Placing Agreement.

The placing commission was arrived at after arm's length negotiations between the Company and the Placing Agent.

Placees

The Placing Shares will be placed on a best effort basis to not less than six Placees who and whose ultimate beneficial owners will be Independent Third Parties. It is expected that none of the Placees will become a substantial Shareholder immediately after Completion.

Placing Shares

As at the date of the Announcement, the Company has 500,000,000 Shares in issue. Assuming that there will be no change in the number of issued Shares between the date of the Announcement and Completion, the 100,000,000 Placing Shares represent approximately 20% of the existing issued share capital of the Company as at the date of the Announcement and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the 100,000,000 Placing Shares is HK$10,000,000.

Placing Price

The Placing Price of HK$0.37 represents:

(i) no premium to the closing price of HK$0.37 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

(ii) a premium of approximately 0.27% to the average closing price per Share of approximately

HK$0.369 as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day.

The Placing Price was determined with reference to the prevailing market prices of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the Placing Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

Ranking of the Placing Shares

The Placing Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue on the date of allotment and issue of the Placing Shares.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 15 June 2020. Under the General Mandate, the Company is authorised to allot and issue new shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing the relevant resolution approving the General Mandate until the revocation, variation or expiration of the General Mandate. As at the date of the Announcement, none of the Shares has been issued under the General Mandate. The 100,000,000 Placing Shares to be allotted and issued will utilise 100% of the General Mandate.

Placing Condition

The Placing is conditional upon the Listing Committee of the Stock Exchange granting the Company the approval for the listing of, and permission to deal in, the Placing Shares. In the event the above condition is not fulfilled on or before 21 April 2021 (or such later date as may be agreed between the parties to the Placing Agreement in writing), all rights, obligations and liabilities of the parties to the Placing Agreement shall cease and terminate and neither of the parties thereto shall have any claim against the other save for any antecedent breach under the Placing Agreement prior to such termination.

Completion

The Placing shall complete on the day no later than the fourth Business Day immediately following the day on which the condition set out above is satisfied (or such later date as may be agreed between the parties to the Placing Agreement in writing).

Termination

The Placing Agent shall be entitled by notice to the Company during the period from the date of the Placing Agreement up to 8:00 a.m. on the date of Completion to forthwith terminate the Placing Agreement if:

(a)there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or

(b) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or

(c) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed; or

(d)any statement contained in the Placing Agreement has become or been discovered to be untrue, incorrect or misleading in any material respect which in the opinion of the Placing Agent would be materially adverse in the consummation of the Placing.

If notice is given pursuant to the above, the Placing Agreement shall terminate and be of no further effect and neither party shall be under any liability to the other party in respect of the Placing Agreement save for any rights or obligations which may have accrued under the Placing Agreement prior to such termination.

Application for Listing

The Company will apply to the Listing Committee of the Stock Exchange for the approval for the listing of, and permission to deal in, the Placing Shares.

FUND RAISING DURING THE PAST TWELVE MONTHS

During the past twelve months immediately preceding the date of the Announcement, the Company has not conducted any equity fund raising activity.

REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS

The Company is an investment holding company and the principal activities of its subsidiaries are production and sale of sintered NdFeB magnetic materials (also known as neodymium magnet).

The aggregate gross proceeds arising from the Placing will be HK$37,000,000 and the aggregate net proceeds arising from the Placing, after the deduction of the related expenses, will be amounted to approximately HK$35,890,000. The net price will be approximately HK$0.359 per Placing Share. The company intends to use the net proceeds from the placing for business development or investment when opportunities arise, as well as for operating funds and general group purposes.

The Directors (including the independent non-executive Directors) consider that the Placing will broaden the Company's capital base and shareholders base without any interest burden. Moreover, the net proceeds will strengthen the Group's financial position for future development of the Group. The terms of the Placing Agreement are fair and reasonable based on the current market conditions and are on normal commercial terms. Accordingly, the Directors consider that the Placing is in the interest of the Company and the Shareholders as a whole.

EFFECTS ON SHAREHOLDING STRUCTURE

The shareholding structure of the Company (i) as at the date of the Announcement; and (ii) immediately after Completion are as follows:

As at the date of the AnnouncementImmediately after

Completion

%	No. of Shares	%
Star Lv Limited	210,000,000	42.00	210,000,000	35.00
("Star Lv")（Note 1）
Wind Lv Limited	21,614,000	4.32	21,614,000	3.60
("Wind Lv")（(Note 2）
Placees	-	-	100,000,000	16.67
Public Shareholders	268,386,000	53.68	268,386,000	44.73
Total	500,000,000	100.00	600,000,000	100.00
Notes:

No. of Shares

• 1. Star Lv is wholly-owned by Mr. Lu Qingxing, the non-executive Director. By virtue of the SFO, Mr. Lu Qingxing is deemed to be interested in such Shares held by Star Lv. Further, Mr. Lu Qingxing, Mr. Lyu Zhufeng, Star Lv and Wind Lv entered into a deed of concert parties to acknowledge and confirm that they are parties acting in concert in relation to the voting rights attaching to their Shares. As such, Star Lv is deemed to be interested in the 21,614,000 Shares which are held by Wind Lv (which is in turn held as to 100% by Mr. Lyu Zhufeng).

• 2. Wind Lv is wholly-owned by Mr. Lyu Zhufeng, the chairman, chief executive officer and the executive Director. By virtue of the SFO, Mr. Lyu Zhufeng is deemed to be interested in such Shares held by Wind Lv. Further, Mr. Lu Qingxing, Mr. Lyu Zhufeng, Star Lv and Wind Lv entered into a deed of concert parties to acknowledge and confirm that they are parties acting in concert in relation to the voting rights attaching to their Shares. As such, Wind Lv is deemed to be interested in the 210,000,000 Shares which are held by Star Lv (which is in turn held as to 100% by Mr. Lu Qingxing). Ms. Yao Jingjing is the spouse of Mr. Lyu Zhufeng. Therefore, under the SFO, Ms. Yao Jingjing is deemed to be interested in the Shares in which Mr. Lyu Zhufeng is interested in.

GENERAL

The Placing is not subject to Shareholders' approval as the placing Shares will be issued under the General Mandate.

Shareholders and potential investors of the Company shall be aware that Completion is subject to fulfillment of the condition set out in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

"Business Day"	a day (other than a Saturday, Sunday and public holiday) on
which licensed banks in Hong Kong are open for business
"Company"	Universal Star (Holdings) Limited, a company incorporated in
the Cayman Islands with limited liability, the Shares of which
are listed on the Main Board of the Stock Exchange
"Completion"	the completion of the Placing in accordance with the terms and
condition set out in the Placing Agreement
"connected persons"	has the meanings as ascribed thereto under the Listing Rules
"Directors"	the directors of the Company
"General Mandate"	the general mandate granted to the Directors by the Shareholders
pursuant to a resolution passed at the annual general meeting of
the Company held on 15 June 2020 to allot, issue and deal with
new Shares, subject to an aggregate nominal amount of up to
20% of the aggregate nominal amount of the issued Shares as at
15 June 2020
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
Republic of China
"Independent Third	any person or company and their respective ultimate beneficial
Party(ies)"	owners (if applicable) who, to the best of the Directors'
knowledge, information and belief having made all reasonable
enquiries, are third parties independent of the Company and its
connected persons
"Last Trading Day"	23 March 2021, being the last trading day for the Shares prior to
the date of the Placing Agreement
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Placee(s)"	any individuals, corporate, institutional investors or other
investors procured by or on behalf of the Placing Agent to
subscribe for any of the Placing Shares
"Placing"	the placing of the Placing Shares on and subject to the terms and
condition set out in the Placing Agreement
"Placing Agent"	CNI Securities Group Limited, a corporation licensed to carry
out Type 1 (dealing in securities), Type 2 (dealing in futures
contracts) and Type 4 (advising on securities) regulated activities
under the SFO
"Placing Agreement"	the conditional placing agreement dated 24 March 2021 entered
into between the Company and the Placing Agent

"Placing Price"	HK$0.37 per Placing Share (exclusive of any brokerage,
transaction levy of the Securities and Futures Commission of
Hong Kong and Stock Exchange trading fee as may be payable)
"Placing Share(s)"	a total of up to a maximum of 100,000,000 new Shares to be
placed pursuant to the Placing Agreement
"Shareholders"	holders of the issued Shares
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the
Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.
Hong Kong, 26 March 2021

By Order of the Board Universal Star (Holdings) Limited

Lyu Zhufeng

Chairman

As at the date of this announcement, the Board comprises Mr. Lyu Zhufeng as the executive Director; Mr. Lu Qingxing as the non-executive Director; and Mr. Yan Aru, Mr. Lee Ming Tak and Mr. Tsang Chun Yiu as the independent non-executive Directors.