CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — AGM Information 2006

Jun 7, 2006

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

PROPOSED CHANGE OF COMPANY NAME AMENDMENT TO THE ARTICLES, RETIREMENT OF A DIRECTOR AND NOTICE OF ANNUAL GENERAL MEETING

PROPOSED CHANGE OF COMPANY NAME

To better reflect the business and future focus of the Group, the Board proposed to change the name of the Company to “Asian Union New Media (Group) Limited” and to adopt the Chinese name “華億新媒 體（集團）有限公司 ” for identification purpose only. The proposed change of name will be effective subject to the passing of a special resolution to be proposed in the Annual General Meeting and the approval of the Registrar of Companies in the Cayman Island. Further announcement will be made when appropriate to inform shareholders of the Company the effective date of new stock short name of the Company’s shares and the arrangement for exchanging of share certificates of the Company.

AMENDMENT TO THE ARTICLES

In light of the implementation of the Code on Corporate Governance Practices in appendix 14 to the Listing Rules (the “Code”) with effect from 1 January 2005 and the recent amendments to the Listing Rules which came into effect on 1 March 2006, the Directors propose to amend the existing Articles of Association of the Company (“Articles”) in compliance with paragraph 4(3) of appendix 3 to the Listing Rules, so as to enable the Company in general meeting to have power by ordinary resolution to remove any Director (including a managing or other executive director, but without prejudice to any claim for damages under any contract) before the expiration of his period of office.

RETIREMENT OF A DIRECTOR

Mr. Cheong Chow Yin, being an non-executive director of the Company will retire in the forthcoming Annual General Meeting according to the Articles of the Company. Mr. Cheong, due to personal reason, does not offer himself for re-election. Mr. Cheong has confirmed to the Company that he has no disagreement with the Board of the Company and there is no matter in respect of his retirement that needs to be brought to the attention of the shareholders of the Company.

NOTICE IS HEREBY GIVEN that the annual general meeting of UNIVERSAL HOLDINGS LIMITED (the “Company” ) will be held at the 3203, 32/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 29 June 2006 at 10 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the report of the directors, audited financial statements and auditors’ report for the year ended 31 December 2005.

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1. To re-elect retiring directors and to authorise the directors to fix the remuneration of the directors.

2. To re-appoint auditors and to authorise the directors to fix the remuneration of the auditors.

AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolution or special resolution of the Company:

ORDINARY RESOLUTION

1. “THAT:

   • (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) the share option scheme of the Company approved by the Stock Exchange, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

   • (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”

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“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

SPECIAL RESOLUTIONS

1. “ THAT subject to the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed to “Asian Union New Media (Group) Limited” and THAT the Chinese name “華億新媒體（集團）有限公司 ” be adopted for identification purpose only.”

2. “ THAT the following amendment to the Articles of the Company be and is hereby approved.

by deleting the words “Subject to any provision to the contrary in these Articles the Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove a Director” and replacing them with the words “The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director (including a managing director, joint managing director, deputy managing director or other executive Directors)” in the existing Article 86(5);”

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

Hong Kong, 7 June 2006

Notes:

1. A circular containing details of the Annual General Meeting has been sent to each of the shareholders today.

2. 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.

3. 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 registrars of the Company, Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

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

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

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