CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — AGM Information 2006

Jun 22, 2006

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Universal Holdings Limited (“ Company ”) will be held at 10:00 a.m. on 11 July 2006 at Room 3203, 32nd Floor, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purposes of considering and, if thought fit, passing, with or without modification, the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT the exercise by the board of directors of all the powers of the Company to dispose of in one or more transactions of up to 15,000,000 exchangeable preference shares (including the rights to receive dividends attached to them) issued by DVN (Group) Limited (or the ordinary shares of HK$0.1 each in the ordinary share capital of DVN (Holdings) Limited (“DVN Ordinary Shares”) which may be exchanged into upon exercise of the exchangeable rights attached to the exchangeable preference shares) during the period from 12 July 2006 to 11 July 2007 (both dates inclusive) to independent third parties (who and (where applicable) their ultimate beneficial owners are not connected with the Company or the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or to any of their respective associates) at prices equivalent to no less than 80% of the average closing price of the DVN Ordinary Shares for the 5 trading days immediately preceding the date on which an agreement of the relevant disposal is reached, and the expected present value of the relevant dividends receivable (as the case may be), be and is hereby approved and that the directors of the Company be and are hereby authorised to carry out and effect such disposal(s) in such manner as they may in their absolute discretion determine and to do all acts and things which in their opinion are necessary or desirable to effect such disposal(s).”

By Order of the Board UNIVERSAL HOLDINGS LIMITED Chan Kam Kwan, Jason Company Secretary

Hong Kong, 23 June 2006

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Principal place of business in Hong Kong: Unit 4306-7, Far East Finance Centre 16 Harcourt Road

Admiralty Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the share registrar of the Company, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

3. In case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first in the register of member of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. A form of proxy for use at the meeting convened by the above notice is enclosed herewith.

5. As at the date hereof, the board of directors of the Company comprises Mr. Dong Ping as Chairman, Mr. Ko Chun Shun, Johnson and Mr. Shen Ka Yip, Timothy as executive directors, Mr. Tsoi Tong Hoo, Tony and Mr. Cheong Chow Yin as non-executive directors, Mr. Yuen Kin, Mr. Wilton Timothy Carr Ingram and Dr. Wong Yau Kar, David as independent non-executive directors.

Please also refer to the published version of this announcement in the China Daily.

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