Sinopec Engineering Group Co Ltd. — AGM Information 2004

Oct 29, 2004

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司 [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Proxy form for the Annual General Meeting to be convened on 26th November 2004 (“AGM”) (or any adjournment thereof)

I/We [(Note 1) ]

of

being the registered holder(s) of [(Note 2)]

shares of HK$0.02 each (the “Share”) in the capital of Universe

International Holdings Limited (the “Company”), hereby appoint [(Note 3)] the chairman of the AGM or of

as my/our proxy to act for me/us at the AGM of the Company to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories , Hong Kong on 26th November 2004 at 12:00 noon for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the said AGM and at such AGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To approve and consider the audited consolidated financial statements and reports of the directors of the Company (the “Directors”) and the auditors of the Company (the “Auditors”) for the year ended 30th June 2004.
2.	(a) To re-elect Ms. Chiu Suet Ying and Mr. Yeung Kim Piu as executive Directors, and Mr. Ma Ting Hung as independent non-executive Director.
	(b) To authorise the board of Directors to fix the Directors’ remuneration.
3.	To re-appoint Auditors and to authorise the board of Directors to fix their remuneration.
4.	(a) To grant an unconditional general mandate to the Directors to allot and issue securities_(Note 5)_;
	(b) To grant an unconditional general mandate to the Directors to repurchase Shares_(Note 5)_; and
	(c) To extend the general mandate granted to the Directors to issue securities by the nominal amount of the Shares repurchased_(Note 5)_.
SPECIAL RESOLUTION		FOR(Note 4)	AGAINST(Note 4)
5.	As special business, to approve the proposed amendments to the bye-laws of the Company_(Note 5)_.

Signed this day of 2004.

Shareholder’s(s’) signature [(Notes 6 & 7)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPIT ALS . The names of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all such Shares registered in your name(s).

3. Please insert the name and address of the proxy desired in the space provided. Any alteration made to this f orm of proxy must be initialled by the person who signs it. If no name is inserted, the duly appointed Chairman of the AGM will set as your proxy.

4. IMPOR TANT: If You wish to v ote for or against the r esolution, please place a “ ” in the box mark ed “FOR” or the box mark ed “AGAINST” as appr opriate. Failure to complete a box will entitle y our proxy to cast y our vote(s) or abstain at his discr etion. Your proxy will also be entitled to v ote or abstain at his discretion on any r esolution properly put to the A GM other than that r eferred to in the notice con vening the AGM.

5. The full text of these resolutions appear in the notice of the AGM dated 29th October 2004.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

7. Where there are joint registered holders of any Share, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

8. A proxy need not be a member of the Company.

9. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s principal place of business in Hong Kong at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting at person at the AGM or any adjournment thereof should you so wish and in such event, this form of proxy shall be deemed to be revoked.

* for identification purposes only