Sinopec Engineering Group Co Ltd. — AGM Information 2005

Oct 28, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Universe International Holdings Limited (the “Company”) you should at once hand this circular, together with the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the same or transfer was effected for transmission to the purchaser or transferee.

This circular should be read in conjunction with the accompanying annual report of the Company for the year ended 30th June 2005.

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.

UNIVERSE INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting 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 25th November 2005 at 12:00 noon or any adjournment thereof is set out on pages 13 to 17 of this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the annual general meeting of the Company or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting should you so wish and in such event the proxy form shall be deemed to be revoked.

28th October 2005

* for identification purposes only

CONTENTS

		Page
Definitions	......................................................................................................................................	1
Letter from the Board..................................................................................................................		3
1.	Introduction ................................................................................................................	3
2.	Proposed Re-election of the Retiring Directors .......................................................	4
3.	Proposed General Mandates to Issue and to Repurchase Shares ............................	5
4.	Proposed Amendments to the Bye-laws ...................................................................	5
5.	AGM ...........................................................................................................................	6
6.	Procedures by which Shareholders may Demand a Poll .........................................	6
7.	Responsibility Statement ...........................................................................................	7
8.	Recommendation........................................................................................................	7
9.	General .......................................................................................................................	7
Appendix I	Biographical Details of the Retiring Directors...............................................	8
Appendix II Explanatory Statement ......................................................................................		10
AGM Notice...................................................................................................................................		13

– i –

DEFINITIONS

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

“AGM”	the annual general meeting 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 25th November 2005
	at 12:00 noon or any adjournment thereof;
“AGM Notice”	notice convening the AGM as set out on pages 13 to 17 of this
	circular;
“associates”	has the meaning ascribed thereto under the Listing Rules;
“Board”	board of Directors or a duly authorised committee thereof for
	the time being;
“Bye-laws”	the existing bye-laws of the Company and “Bye-law” shall be
	construed accordingly;
“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong);
“Company”	Universe International Holdings Limited, a company
	incorporated in Bermuda with limited liability and the Shares
	are listed on the main board of the Stock Exchange;
“Director(s)”	director(s) of the Company for the time being and from time to
	time;
“General Mandates”	the Share Issue Mandate and the Share Repurchase Mandate;
“Group”	the Company and its subsidiaries from time to time and “member
	of the Group” shall be construed accordingly;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Latest Practicable Date”	25th October 2005, 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;
“Ordinary Resolution(s)”	the proposed ordinary resolution(s) as referred to in the AGM
	Notice;

– 1 –

DEFINITIONS

• “Resolutions” the Ordinary Resolutions and the Special Resolution;

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Shares” shares of HK$0.02 each in the capital of the Company;

• “Share Issue Mandate” the proposed general mandate to be granted to the Directors to permit the allotment and issue of new Shares equal in aggregate up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate;

• “Share Repurchase Mandate” the proposed general mandate to be granted to the Directors to permit the repurchase of Shares of up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate;

• “Shareholder(s)” holder(s) of Shares;

• “Special Resolution” the proposed special resolution as referred to in the AGM Notice;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance) of the Company;

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong; and

• “%” per cent.

– 2 –

LETTER FROM THE BOARD

UNIVERSE INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Executive Directors:

Lam Shiu Ming, Daneil (Chairman) Chiu Suet Ying Yeung Kim Piu

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Ng Kwok Tung Chiu Shin Koi Ma Ting Hung

Head office and principal place of business in Hong Kong:

18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

28th October 2005

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and the information regarding the Resolutions that will be proposed at the AGM for the Shareholders to consider and, if thought fit, to approve relating to (a) the re-election of the retiring Directors; (b) the granting of the General Mandates and the extension of the Share Issue Mandate to the Directors; and (c) the amendments to the Bye-laws.

* for identification purposes only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of six Directors, namely Mr. Lam Shiu Ming, Daneil, Ms. Chiu Suet Ying, Mr. Yeung Kim Piu, Mr. Ng Kwok Tung, Mr. Chiu Shin Koi and Mr. Ma Ting Hung.

According to Bye-law 87(1), at each annual general meeting, one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not greater than one-third, shall retire from office by rotation provided that no Director holding office as Chairman or the managing director of the Company shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. The retiring Director(s) shall be eligible for re-election.

Bye-law 86(2) provides that the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the board of Directors or, subject to authorisation by the Shareholders in general meeting, as an addition to the existing board of Directors but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed by the board of Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

Pursuant to Bye-laws 87(1) and 86(2), Messrs. Yeung Kim Piu, Ng Kwok Tung and Chiu Shin Koi will retire at the AGM. They are all eligible for re-election.

Bye-law 88 provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless not less than seven days before the date appointed for the meeting there shall have been lodged at the registered office of the Company for the time being or at the head office a notice signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election as a Director and also a notice in writing by that person of his willingness to be elected.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the registered office of the Company or 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on or before 17th November 2005.

A brief biographical details of the retiring Directors are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue an announcement and/or a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

– 4 –

LETTER FROM THE BOARD

3. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 26th November 2004, resolutions were passed granting the Directors a general mandate to allot, issue or deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the issued Shares at the date of such meeting and a general mandate to repurchase on the Stock Exchange up to 10% of the aggregate nominal amount of the issued Shares at the date of such meeting. The general mandate to allot, issue and deal with Shares was extended by an amount representing the aggregate nominal amount of the Shares so repurchased. Such mandates will expire at the conclusion of the AGM. It is therefore proposed that the Company will seek the approval of the Shareholders of the relevant resolutions proposed at the AGM in respect of the renewal of the respective general mandates to issue, allot and deal with Shares and to repurchase Shares.

At the AGM, Ordinary Resolutions will be proposed that the Directors be given the General Mandates. In addition, an Ordinary Resolution will also be proposed at the AGM providing that any Shares repurchased under the Share Repurchase Mandate (up to a maximum of 10% of the aggregate nominal amount of the issued Shares as at the date of the grant of the Share Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate.

Each of the General Mandates would continue in force until whichever is the earliest of:

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

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the Bye-laws to be held; or

• (c) the date on which any such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required under the Listing Rules to be given to the Shareholders is set out in Appendix II to this circular. The information in the explanatory statement provides you with information reasonably necessary to enable you to make an informal decision on whether to vote for or against the resolution to grant the Directors the Share Repurchase Mandate.

4. PROPOSED AMENDMENTS TO THE BYE-LAWS

Due to recent changes to the Listing Rules relating to the implementation of the Code on Corporate Governance Practices, the Company proposes to put forward to the Shareholders for approval at the AGM the Special Resolution to amend the Bye-laws. In summary, the main amendments are as follows:

• (a) require Directors appointed to fill a casual vacancy to be subject to election by Shareholders at the first general meeting after their appointment;

– 5 –

LETTER FROM THE BOARD

• (b) require every Director, including those appointed for a specific term, to be subject to retirement by rotation at least once every three years; and

• (c) enable any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights to demand a poll in the Company’s general meeting whenever voting by poll is required under the Listing Rules.

Details of all the proposed amendments to the Bye-laws are set out in Special Resolution no.5.

5. AGM

At the AGM, resolutions will be proposed to approve, inter alia, the following:

• (a) re-election of Messrs. Yeung Kim Piu, Ng Kwok Tung and Chiu Shin Koi as Directors;

• (b) granting of the Share Issue Mandate to the Directors;

• (c) granting of the Share Repurchase Mandate to the Directors;

• (d) extension of the Share Issue Mandate by adding to it the number of Shares repurchased under the Share Repurchase Mandate; and

• (e) amendments to the Bye-laws.

A form of proxy is enclosed for your use at the AGM. You are requested to complete and return the form of proxy to the principal place of business of the Company in Hong Kong situated 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 later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

6. PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND A POLL

Pursuant to Bye-law 66, 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;

• (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;

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LETTER FROM THE BOARD

• (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 the 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 the Shares conferring that right.

7. 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 in this circular misleading.

8. RECOMMENDATION

The Directors believe that the proposed re-election of the retiring Directors; grant of the General Mandates and extension of the Share Issue Mandate; and amendments to the Bye-laws are all in the best interests of the Company and the Shareholders, and recommend you to vote in favour of the Resolutions at the AGM. The Directors will exercise their voting rights in respect of all of their shareholdings (if any) in favour of the Resolutions.

9. GENERAL

Your attention is also drawn to the Appendices to this circular.

Yours faithfully, For and on behalf of the Board Lam Shiu Ming, Daneil Chairman

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APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

The biographical details of the retiring Directors eligible for re-election at the AGM are set out below:

Mr. Yeung Kim Piu, Executive Director

Mr. Yeung Kim Piu, aged 44, is an executive Director. Mr. Yeung is mainly responsible for overseeing the operation of artiste management division. Mr. Yeung joined the Group in 1993 and has over 10 years of experience in the films distribution industry in Hong Kong. Mr. Yeung was previously appointed as an executive Director on 3rd October 2000 and subsequently retired and not stood for re-election on 26th November 2002. Mr. Yeung remained as a senior marketing manager of the Group after the said retirement until the appointment as an executive Director on 27th September 2004. Save as disclosed above, Mr. Yeung has not previously held any position with the Company or any of its subsidiaries. Mr. Yeung has not had any directorships in any listed public companies in the last three years. Mr. Yeung is not connected with any Directors, senior management or substantial or controlling shareholders of the Company, and he does not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a service agreement dated 27th September 2004 between the Company and Mr. Yeung, Mr. Yeung was appointed as an executive Director with effect from 27th September 2004 and shall continue until terminated by either party giving to the other not less than one month notice in writing. The aggregate annual remuneration payable under the service agreement is HK$408,000 which was determined by reference to his duties and responsibilities to the Company. Mr. Yeung is entitled to a housing allowance of HK$9,000 per month and subject to the absolute discretion of the Board, Mr. Yeung is also entitled to an annual discretionary bonus having regard to his performance and the operating results of the Company and its subsidiaries in the relevant financial year. The Directors are not aware of any other matters regarding the proposed re-election of Mr. Yeung that need to be brought to the attention of the Shareholders.

Mr. Ng Kwok Tung, Independent Non-executive Director

Mr. Ng Kwok Tung, aged 55, is a practising accountant. He holds a Bachelor of Commerce degree and a licentiate in accountancy from McGill University, Canada and a diploma in Chinese law from the University of East Asia, Macau. He is a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Accountants of British Columbia, the Order of Chartered Accountants of Quebec, the Canadian Institute of Chartered Accountants and the Taxation Institute of Hong Kong. He joined the Group in 1999. Save as disclosed above, Mr. Ng has not previously held any position with the Company or any of its subsidiaries. Mr. Ng has other directorships in the following Hong Kong listed public companies:

Company

Position

Wah Ha Realty Company Limited Non-executive director Fountain Set (Holdings) Limited Independent non-executive director Timeless Software Limited Independent non-executive director

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APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

Mr. Ng is not connected with any directors, senior management or substantial or controlling shareholders of the Company, and he does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no service agreement between the Company and Mr. Ng. The appointment of Mr. Ng. is not for a specified term except that he is subject to retirement by rotation and re-election pursuant to the Bye-laws. The emolument of Mr. Ng is HK$80,000 per annum which was determined by reference to his duties and responsibilities to the Company. The Directors are not aware of any other matters regarding the proposed re-election of Mr. Ng that need to be brought to the attention of the Shareholders.

Mr. Chiu Shin Koi, Independent Non-executive Director

Mr. Chiu Shin Koi, aged 69, is a tax consultant in a certified public accounting firm in Hong Kong. He has worked for the Inland Revenue Department for over 17 years. After retirement from the Hong Kong government, Mr. Chiu joined an international accounting firm. From June 1988 to February 1990, Mr. Chiu was the financial controller of a large organisation. Mr. Chiu later joined the Securities and Futures Commission and served there from March 1991 to March 1993. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Taxation Institute of Hong Kong. He joined the Group in 1999. Save as disclosed above, Mr. Chiu has not previously held any position with the Company or any of its subsidiaries. Mr. Chiu has not had any other directorships in any listed public companies in the last three years. Mr. Chiu is not connected with any Directors, senior management or substantial or controlling shareholders of the Company, and he does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no service agreement between the Company and Mr. Chiu. The appointment of Mr. Chiu is not for a specified term except that he is subject to retirement by rotation and re-election pursuant to the Bye-laws. The emolument of Mr. Chiu is HK$80,000 per annum which was determined by reference to his duties and responsibilities to the Company. The Directors are not aware of any other matters regarding the proposed re-election of Mr. Chiu that need to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,624,605,370 Shares in issue.

Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 162,460,537 Shares during the period ending on the earliest of the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the Bye-laws to be held or when revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Share Repurchase Mandate from the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Share Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum of association, the Bye-laws and the applicable laws and regulations of Bermuda.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 30th June 2005) in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 10 –

EXPLANATORY STATEMENT

APPENDIX II

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

	Per	Share
Month	Highest	Lowest
trading price		trading price
	HK$	HK$
2004
October	0.045	0.036
November	0.102	0.036
December	0.109	0.048
2005
January	0.130	0.051
February	0.060	0.050
March	0.065	0.051
April	0.062	0.041
May	0.060	0.041
June	0.055	0.044
July	0.055	0.040
August	0.054	0.040
September	0.058	0.044
October (up to and including the Latest Practicable Date)	0.048	0.040

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws and regulations of Hong Kong and Bermuda and the Company’s memorandum of association and the Bye-laws.

The Company has not been notified by any connected person (as defined in the Listing Rules) that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 11 –

EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, to the best of the knowledge of the Directors, the following Shareholders are interested in 5% or more of the issued Shares as recorded in the register of interests in shares and short positions of the Company under Section 336(1) of Part XV of the SFO:

Long positions in Shares

		Approximate
		Percentage of
Name	Number of shares	shareholding
Globalcrest Enterprises Limited_(Note)_	872,406,705	53.70%
Central Core Resources Limited_(Note)_	872,406,705	53.70%
Pan Asia Special Opportunities Fund	83,464,285	5.14%

Note: The entire issued share capital of Globalcrest Enterprises Limited is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects.

In the event that the Directors exercise the power under the Share Repurchase Mandate in full, the percentage of shareholding of Globalcrest Enterprises Limited, Central Core Resources Limited, and Pan Asia Special Opportunities Fund would be increased to 59.67%, 59.67% and 5.71% respectively.

Currently, the Directors have no intention to exercise the Share Repurchase Mandate to the extent that it will trigger the obligation under Rule 26 of the Takeovers Code to make a mandatory offer nor to such extent as to reduce the amount of Shares held by the public to less than 25%.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase made under the Share Repurchase Mandate.

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the date of this circular.

– 12 –

AGM NOTICE

UNIVERSE INTERNATIONAL HOLDINGS LIMITED ���������� [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

NOTICE IS HEREBY GIVEN that the annual general meeting of Universe International Holdings Limited (the “Company”) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on 25th November 2005, Friday at 12:00 noon (the “2005 AGM”) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 30th June 2005.

2. To re-elect the retiring directors of the Company (individually, a “Director” and collectively, the “Directors”) and to authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

3. To re-appoint auditors and to authorize the Board to fix their remuneration.

4. To consider and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• (a) “ THAT

• (i) subject to paragraph (iii) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (iv)(aa) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.02 each in the capital of the Company (the “Share”) or securities convertible into Shares, or option, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

* for identification purposes only

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AGM NOTICE

• (iii) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise), by the Directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to (aa) a Rights Issue (as defined in paragraph (iv)(bb) of this Resolution); or (bb) an exercise of any option granted under any Share Option Scheme (as defined in paragraph (iv)(cc) of this Resolution); or (cc) any scrip dividend or other similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (the “Bye-laws”); or (dd) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this Resolution:

• (aa) “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

  • (B) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law of Bermuda to be held; or

  • (C) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting.

• (bb) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China applicable to the Company).

• (cc) “Share Option Scheme” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of rights to acquire Shares.”

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AGM NOTICE

(b) “ THAT

• (i) subject to paragraph (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (iii) of this Resolution) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and regulations of Hong Kong and Bermuda, the memorandum of association of the Company, the Bye-laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of the share capital of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (i) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (iii) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

• (bb) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law of Bermuda to be held; or

• (cc) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.”

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AGM NOTICE

• (c) “ THAT conditional upon Resolution 4(a) and Resolution 4(b) as set out in this notice of the 2005 AGM dated 28th October 2005 (the “AGM Notice”) being passed, the aggregate nominal amount of the share capital of the Company which are repurchased by Company under the authority granted pursuant to Resolution 4(b) as set out in the AGM Notice (up to a maximum of 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of Resolution 4(b) as set out in the AGM Notice) shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 4(a) as set out in the AGM Notice.”

• As special business, to consider and, if thought fit, to pass with or without modification the following resolution as special resolution:

“ THAT the existing Bye-laws be amended in the following manner:

• (a) By inserting the words “voting by way of a poll is required by the rules of the Designated Stock Exchange or” after the words “on a show of hands unless” in the twelfth line of the existing Bye-law 66;

• (b) by deleting the full-stop at the end of the existing Bye-law 66(d) and replacing therewith a semi-colon and the word “or” immediately thereafter and by inserting the following as new Bye-law 66(e):

• “(e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting”;

• (c) by deleting the last sentence of the existing Bye-law 68 and substituting therewith the following:

• “The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange”;

• (d) by deleting the existing Bye-law 86(2) in its entirety and substituting therewith the following new Bye-law 86(2):

• “86(2) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, as an additional to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting”;

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AGM NOTICE

• (e) by deleting the existing Bye-law 87(1) in its entirety and substituting therewith the following new Bye-law 87(1):

• “87(1) Notwithstanding any other provisions in the Bye-laws, at each annual general meeting not less than one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years”; and

• (f) by inserting the words “and shall continue to act as Director throughout the meeting at which he retires” after the word “re-election” at the end of the first sentence of the existing Bye-law 87(2),

and that any Director be and is hereby authorised to take such further action as he/she may, in his/her sole and absolute discretion, think fit for and on behalf of the Company to implement the aforesaid amendments to the existing Bye-laws.”

By order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 28th October 2005

Notes:

• (a) A member entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company.

• (b) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney, must be deposited at the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time appointed for holding of the 2005 AGM or any adjournment thereof should you so wish.

• (c) In the case of joint 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 Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting 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.

• (d) An explanatory statement regarding the general mandate for the purchase of Shares sought in Resolution 4(b) (as set out in the AGM Notice) is set out in the appendix to the circular of the Company dated 28th October 2005 of which this notice forms part.

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