CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2006

May 23, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Universal Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular does not constitute an offer of transferable securities to the public in the United Kingdom (within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000). Neither this circular nor any accompanying letter or any other documents have been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus has been published or is intended to be published in respect of the Distribution Shares. Accordingly, the Distribution Shares are not being and may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document.

This circular has not been lodged or registered as a prospectus with the Monetary Authority of Singapore, and the Distribution Shares will be offered in Singapore only pursuant to exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, the Company has not offered or sold and will not offer or sell the Distribution Shares nor will it circulate or distribute this circular or any other offering document or material relating to the Distribution Shares, either directly or indirectly, in Singapore other than in circumstances under which such offer, sale, circulation or distribution are permitted under the SFA.

Copies of this circular have been issued to a limited number of prospective investors in Singapore, in accordance with section 272B of the Act. An application for the Distributed Shares is not invited from any person in Singapore other than a person to whom a copy of this circular has been issued, and if made, will not be accepted. No person to whom a copy of this circular is issued may issue, circulate or distribute this circular in Singapore, or give a copy of this circular to any other person.

This circular does not constitute, and should not be regarded as, an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

DISTRIBUTION OF ALL DVN ORDINARY SHARES HELD

A notice of the EGM to be held at Room 3203, 32/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on 6 June 2006 at 10:00 a.m. is set out on pages 10 to 11 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed. If you do not intend to attend the EGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

22 May 2006

CONTENTS

	Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

— i —

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

— ii —

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“Articles”	the articles of association of the Company
“Board”	the board of Directors
“Company”	Universal Holdings Limited, a company incorporated in Hong
	Kong with limited liability, and the shares of which are listed
	on the main board of the Stock Exchange
“Directors”	the directors of the Company
“Distribution Shares”	the DVN Ordinary Shares to be distributed by the Company
	under the Proposed Distribution
“DVN”	DVN (Holdings) Limited, a company incorporated in Bermuda
	with limited liability, the ordinary shares of which are listed
	on the main board of the Stock Exchange
“DVN Ordinary Share(s)”	share(s) of HK$0.1 each in the ordinary share capital of DVN
“DVN Preference Shares”	exchangeable preference shares issued by DVN (Group)
	Limited, a wholly-owned subsidiary of DVN, of US$1 each,
	which carry rights to exchange into DVN Ordinary Shares
“EGM”	the extraordinary general meeting to be held by the Company
	for seeking approval for the Proposed Distribution
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	18 May 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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DEFINITIONS

• “Overseas Shareholders” the Shareholder(s) whose addresses as noted on the register of members of the Company on the Record Date are outside Hong Kong

• “PRC” the People’s Republic of China, excluding Hong Kong, Macau and Taiwan for the purposes of this circular

• “Proposed Disposal(s)” possible disposal(s) of the DVN Preference Shares as announced by the Company in its announcement dated 11 May 2006

• “Proposed Distribution” the proposed distribution of all the Distribution Shares to the Shareholders registered on the register and branch register of members on the Record Date

• “Qualifying Shareholders” Shareholders other than those Overseas Shareholders who will be excluded from receiving the Distribution Shares pursuant to the Proposed Distribution

• “Record Date” the record date for ascertaining the entitlement of the Shareholders to participate in the Proposed Distribution

• “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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LETTER FROM THE BOARD

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

Executive Directors: Mr. Dong Ping (Chairman) Mr. Ko Chun Shun, Johnson Mr. Shen Ka Yip, Timothy

Non-Executive Directors: Mr. Tsoi Tong Hoo, Tony Mr. Cheong Chow Yin

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman Cayman Islands

Independent Non-Executive Directors: Mr. Yuen Kin Mr. Wilton Timothy Carr Ingram Dr. Wong Yau Kar, David

Principal Office in Hong Kong: Unit 4306-07 Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong 22 May 2006

To the Shareholders

Dear Sirs,

DISTRIBUTION OF ALL DVN ORDINARY SHARES HELD

INTRODUCTION

On 11 May 2006, the Board resolved that the Proposed Distribution be made to the Shareholders whose names appear on the register of members of the Company on the Record Date. Under the Proposed Distribution, all the DVN Ordinary Shares held by the Company will be distributed to all Shareholders on a pro rata basis based on the number of Shares held. The Proposed Distribution will be made out of the share premium account of the Company. As at 31 December 2005, the share premium account of the Company amounted to approximately HK$447.2 million.

The purpose of this circular is to provide you with the information regarding the ordinary resolution of the distribution of all the DVN Ordinary Shares held by the Company to be proposed at the EGM to enable you to make an informed decision on whether to vote for or against it.

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LETTER FROM THE BOARD

THE PROPOSED DISTRIBUTION

As at the Latest Practicable Date, the Company held 113,318,812 DVN Ordinary Shares, representing approximately 19.2% of the issued ordinary share capital of DVN, and 15,000,000 DVN Preference Shares, which may be exchanged into approximately 28.1 million DVN Ordinary Shares at an exchange price of HK$4.13 per DVN Ordinary Share. As at the date of the Latest Practicable Date, the Company has no intention to exercise the exchangeable rights attached to the DVN Preference Shares on or before the Record Date. Such DVN Ordinary Shares so exchanged into represent approximately 4.8% of the existing Shares in issue as at the Latest Practicable Date and approximately 4.6% of the Shares in issue as enlarged by the exchange of the DVN Preference Shares in full. On the basis of 12,038,610,640 Shares in issue as at the Latest Practicable Date and assuming that no DVN Preference Shares held by the Group will be exchanged into DVN Ordinary Shares and there is no change to the issued ordinary share capital of the Company on or before the Record Date, approximately 94 DVN Ordinary Shares will be distributed to the Shareholders for every 10,000 Shares held under the Proposed Distribution. If the above distribution ratio changes as a result of any changes in the issued ordinary share capital of the Company on or before the Record Date, the Company will issue a further announcement. Any fractional entitlements will not be distributed but will be aggregated, sold and retained for the benefit of the Company. Following the Proposed Distribution and the sale of the fractional entitlements to the DVN Ordinary Shares for the benefit of the Company, the Company will cease to hold any DVN Ordinary Shares (other than those which may be exchanged into by the DVN Preference Shares) but will continue to own the DVN Preference Shares (Subject to the Proposed Disposals). The Company will bear the stamp duty which may be payable as a result of the transfer of the DVN Ordinary Shares by the Company to the Shareholders under the Proposed Distribution.

The aggregate market value of the Distribution Shares as at the Latest Practicable Date was about HK$199.4 million.

The Overseas Shareholders

Based on the register of members of the Company as at the Latest Practicable Date, there were certain Overseas Shareholders with registered addresses in the United States of America, Canada, Australia, the PRC, Singapore, the United Kingdom, the Macau Special Administrative Region of the PRC and the Republic of Malta (collectively the “Concerned Countries”). The Company has made enquiries regarding the legality, the applicable procedures and feasibility of having the Distribution Shares be distributed to the Overseas Shareholders under the Proposed Distribution.

Based on the legal opinions from legal advisers of the Concerned Countries, the Directors are of the view that it is necessary or expedient not to distribute the relevant Distribution Shares to the Overseas Shareholders whose registered addresses are in the United Kingdom and Canada due to the legal restrictions and/or compliance requirements and costs under the laws

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LETTER FROM THE BOARD

of the relevant jurisdictions. As explained above, arrangements will be made for the Distribution Shares which would otherwise have been distributed to such Overseas Shareholders to be sold in the market as soon as practicable and any net proceeds of sale, after deduction of the expenses incurred incidental to the sale, will be distributed in Hong Kong dollars to such persons pro rata to their entitlements (except that amounts of less than HK$100 will be retained for the benefit of the Company).

For those Overseas Shareholders whose registered addresses are in the United States of America, Australia, the PRC, Singapore, the Macau Special Administrative Region of the PRC and the Republic of Malta, the Directors have been advised by the relevant legal counsels that it would be lawful for the Company to distribute the relevant Distribution Shares to those Overseas Shareholders or the Company could rely on exemptions from the provisions of the relevant securities laws and regulations under the relevant jurisdictions, even though this circular is not and will not be registered in the relevant jurisdictions. Therefore, the relevant Distribution Shares will be distributed to such Overseas Shareholders.

With regard to those Overseas Shareholders resided in Australia and Singapore, the Company understand from the relevant legal counsels that there are restrictions under Australian law and Singaporean law if such Overseas Shareholders would like to dispose of the Distribution Shares distributed to them. Those Australian and Singaporean Overseas Shareholders are advised to consult their own professional advisers as to the relevant selling restrictions under Australian law and Singaporean law in the event they intend to dispose of the relevant Distribution Shares.

Save for the aforesaid Overseas Shareholders, all other Shareholders on the register of members of the Company as at the close of business on the Latest Practicable Date had Hong Kong registered addresses.

Condition precedent

The Proposed Distribution is subject to the Shareholders’ approval by way of an ordinary resolution at the EGM. No Shareholders are required to abstain from voting in respect of the passing of the ordinary resolution.

Tentative timetable

2006

Last day of dealings in the Shares on a cum-entitlement basis . . . . . . . . . . . .Monday, 29 May Commencement of dealings in the Shares on an ex-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 30 May

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LETTER FROM THE BOARD

2006

Latest time for lodging transfer of the Shares

in order to qualify for entitlement pursuant to the Proposed Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Thursday, 1 June

Closure of the register and branch register

of members of the Company . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 June to Tuesday, 6 June (both dates inclusive)

Latest time for lodging proxy form . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Sunday, 4 June

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 6 June Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 6 June

Re-opening of the register and branch register

of members of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 June

Posting of the share certificates for the Distribution

Shares under the Proposed Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 14 June

Note: Should there be any change to the above tentative timetable, further announcement(s) will be made by the Company as and when necessary.

Information on DVN

DVN is an investment holding company and, through its subsidiaries, is principally engaged in the services and design, integration and installation of digital broadcasting systems and development of related software and products; and provision of international financial market information and selective consumer data.

The following table sets out the audited consolidated losses of DVN for the two years ended 31 December 2005.

	For the year ended	For the year ended
	31 December
	2005	2004
	HK$’000	HK$’000
Loss before taxation	33,922	55,757
Loss for the year	39,734	61,569

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LETTER FROM THE BOARD

As at 31 December 2005, the audited consolidated net assets of DVN were approximately 55.8 million.

DVN was an associated company of the Company as at 31 December 2005. The amount of interests of the Company in DVN as shown in the audited consolidated balance sheet as at 31 December 2005 was approximately HK$19.5 million.

Reasons for the Proposed Distribution

After the acquisition of the entire shareholding interest in Anglo Alliance Co., Ltd, which indirectly owns a 50% interest in Asian Union Film and Media（北京保利華億傳媒文化有 限公司）, in 2005, the Group has been focusing on the development of its investments in the television, movie and advertising businesses in the PRC. The Company believes that there are vast growing opportunities in the PRC media industry and considers it in the interests of the Company and its Shareholders as a whole to continue to enhance its business development on the media businesses. More resources of the Group, including management resources, will be invested in the media businesses in the future. DVN is a major associated company of the Company. The DVN Group emphasizes on the development of the business related to digital broadcasting technology which is different from the media businesses of the Group. The Company believes that the Proposed Distribution will help the Group clearly reposition itself as a media company and facilitate the investor community to better understand the business model of the Group.

Whilst the Company continues to be optimistic about the business development of DVN, the Company believes that the Proposed Distribution would enable the Shareholders to have greater flexibility in managing their investments in DVN.

Closure of register of members

The register and branch register of members of the Company will be closed from 2 June 2006 to 6 June 2006, both dates inclusive, during which period no Shares will be registered. For ascertaining Shareholders’ entitlement to the Proposed Distribution, all share transfer documents together with the relevant share certificates must be lodged with the Company’s branch share registrar, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong by no later than 4:00 p.m. on 1 June 2006.

Despatch of share certificates for the Distribution Shares

Assuming that the Proposed Distribution is approved at the EGM, definitive certificates for the Distribution Shares are expected to be despatched by ordinary mail to the respective addresses of the Qualifying Shareholders, at their own risks, by no later than 14 June 2006. Fractional shares will not be issued but fractional entitlements will be aggregated and disposed of for the benefit of the Company.

— 7 —

LETTER FROM THE BOARD

RIGHT TO DEMAND POLL

Subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Articles, at any general meeting on a show of hands every Shareholder present in person (or being a corporation, is present by a representative duly authorised), or by proxy shall have one vote and on a poll every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he is the holder but that no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on the Share. Notwithstanding anything contained in the Articles, where more than one proxy is appointed by a Shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Shareholder.

RECOMMENDATION

The Directors consider that the Proposed Distribution is in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM in respect thereof.

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LETTER FROM THE BOARD

A form of proxy for use by the Shareholders at the EGM is enclosed. If you do not intend to attend and vote at the EGM in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

Yours faithfully, For and on behalf of UNIVERSAL HOLDINGS LIMITED

Dong Ping Chairman

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NOTICE OF EGM

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Universal Holdings Limited (“ Company ”) will be held at 10:00 a.m. on Tuesday, 6 June 2006 at Room 3203, 32/ F., 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 :—

• (i) credits standing to the share premium account of the Company be used for distribution of all the ordinary shares of DVN (Holdings) Limited held by the Company on the date of the resolution (the “Record Date”) to all shareholders of the Company whose names appear on the register of members of the Company on the Record Date (save for those shareholders whose registered addresses on the registrar of members of the Company on the Record Date are outside Hong Kong, whom may receive a cash alternative) on a pro rata basis based on the number of ordinary shares of the Company held by each shareholder (the “Distribution”), as more fully described in the circular of the Company dated 22 May 2006 (a copy of which has been produced to the meeting marked “A” and initialled by the Chairman of the meeting for identification purposes); and

• (ii) the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Distribution.”

By Order of the Board

UNIVERSAL HOLDINGS LIMITED Chan Kam Kwan, Jason

Company Secretary

Hong Kong, 22 May 2006

— 10 —

NOTICE OF EGM

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.

— 11 —