Sinopec Engineering Group Co Ltd. — AGM Information 2007

Oct 30, 2007

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 2007.

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 REFRESHMENT OF THE 10 PER CENT LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME 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 23rd November 2007 at 12:00 noon or any adjournment thereof is set out on pages 14 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.

31st October 2007

• for identification purpose 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.	AGM ...........................................................................................................................	5
5.	Proposed Refreshment of the 10% Limit on Grant of Options
	under the Share Option Scheme ............................................................................	6
6.	Procedures by which Shareholders may Demand a Poll .........................................	7
7.	Responsibility Statement ...........................................................................................	8
8.	Recommendation........................................................................................................	8
9.	General .......................................................................................................................	8
Appendix I	Biographical Details of the Retiring Directors...............................................	9
Appendix II Explanatory Statement ......................................................................................		11
AGM Notice...................................................................................................................................		14

– 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 23rd November 2007
	at 12:00 noon or any adjournment thereof;
“AGM Notice”	notice convening the AGM as set out on pages 14 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;
“Employees”	has the meaning ascribed thereto in the Share Option Scheme;
“General Mandates”	the Share Issue Mandate and the Share Repurchase Mandate;
“Globalcrest”	Globalcrest Enterprises Limited, a company incorporated in the
	British Virgin Islands with limited liability and a substantial
	shareholder of the Company within the meaning of the Listing
	Rules;
“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 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;

– 1 –

DEFINITIONS

“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;
“Scheme Mandate Limit”	10% of the total number of issued Shares as at the date of the
	Shareholders’ approval of the Share Option Scheme;
“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 and
	“Share” shall be construed accordingly;
“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 Option Scheme”	the share option scheme of the Company approved and adopted
	on 26th November 2003;
“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;
“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 and “subsidiaries” shall be construed accordingly;

• “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:

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

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

Independent Non-executive Directors:

Mr. Ng Kwok Tung Mr. Chiu Shin Koi Mr. 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 31st October 2007

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES REFRESHMENT OF THE 10 PER CENT LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME 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 Ordinary 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 refreshment of the Scheme Mandate Limit.

• for identification purpose 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-laws 87(1) and (2), 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, then 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. The retiring Director(s) shall be eligible for re-election.

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

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 a notice in writing 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 shall be lodged at the principal place of business of the Company in Hong Kong or the Company’s share registrar in Hong Kong, Tricor Abacus Limited at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong provided that the minimum length of the period, during which such notice(s) are given, shall be at least 7 days and that (if the notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.

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 24th November 2006, 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 informed decision on whether to vote for or against the resolution to grant the Directors the Share Repurchase Mandate.

4. AGM

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

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

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

– 5 –

LETTER FROM THE BOARD

• (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) the refreshment of the Scheme Mandate Limit.

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.

5. PROPOSED REFRESHMENT OF THE 10% LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

By ordinary resolution passed at the annual general meeting of Shareholders held on 26th November 2003, the Company approved and adopted the Share Option Scheme.

Pursuant to the Share Option Scheme, the maximum number of Shares which may be issued upon the exercise of options which may be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed the Scheme Mandate Limit. The Company may refresh the Scheme Mandate Limit by an ordinary resolution of the Shareholders at general meeting provided that the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of issued Shares as at the date of Shareholders’ approval of the refreshment of the Scheme Mandate Limit. Options previously granted under the Share Option Scheme or any other share option scheme(s) of the Company (including options outstanding, cancelled, or lapsed or exercised in accordance with the relevant scheme rules) shall not be counted for the purpose of calculating the limit as refreshed.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of Shares in issue from time to time. As at 26th November 2003 (being the date of adoption of the Share Option Scheme), the Scheme Mandate Limit was 143,460,537 Shares.

Since the adoption of the Share Option Scheme, the Scheme Mandate Limit has not been refreshed.

As at the Latest Practicable Date, there were in issue 1,624,605,370 Shares and 143,460,537 options under the Share Option Scheme were outstanding entitling the holders of the options to subscribe for an aggregate of 143,460,537 new Shares.

– 6 –

LETTER FROM THE BOARD

Assuming no further issue or repurchase of Shares prior to the AGM, upon the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM, the Company may grant options entitling holders thereof to subscribe for a total of 162,460,537 Shares (representing approximately 10% of the total Shares in issue as at the date of the AGM approving the refreshment of the Scheme Mandate Limit).

No options may be granted if this will result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company exceed 30% of the total Shares in issue from time to time.

The Company believes the refreshment of the Scheme Mandate Limit would allow the Company to achieve the purpose of the Share Option Scheme which is to provide incentive or reward to Employees for their contribution to, and continuing efforts to promote the interests of, the Company. The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole as it provides the Company with more flexibility in providing incentives to those Employees by way of granting of options.

The refreshment of the Scheme Mandate Limit is conditional on:

• (a) the passing of an ordinary resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Shares (representing 10% of the total Shares in issue as at the date of the AGM approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the refreshed Scheme Mandate Limit.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the total Shares in issue as at the date of the AGM approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the refreshed Scheme Mandate Limit.

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;

– 7 –

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;

• (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; or

• (e) if required by the Listing Rules, who individually or collectively by any Director or Directors, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting.

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, extension of the Share Issue Mandate and the refreshment of the Scheme Mandate Limit are all in the best interests of the Company and the Shareholders, and recommend you to vote in favour of the Ordinary Resolutions at the AGM. The Directors will exercise their voting rights in respect of all of their shareholdings (if any) in favour of the Ordinary 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

– 8 –

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 46, is an Executive Director (“Mr. Yeung”). 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 shareholder 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$432,000 which was determined by reference to his duties and responsibilities to the Company. Mr. Yeung is entitled to a housing allowance of HK$10,200 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 Group in the relevant financial year.

Save as disclosed above, the Directors are not aware of any other matters regarding the proposed reelection of Mr. Yeung that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Ng Kwok Tung, Independent Non-Executive Director

Mr. Ng Kwok Tung, aged 57, is a practicing accountant (“Mr. Ng”). Mr. Ng 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. Mr. Ng 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. Mr. Ng 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:

– 9 –

APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

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

Save as disclosed above, Mr. Ng has not had any directorships in any listed public companies in the last three years. 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 for a specified term of 3 years with effect from 25th November 2005 and he is also 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.

Save as disclosed above, 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, and there is no information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Chiu Shin Koi, Independent Non-Executive Director

Mr. Chiu Shin Koi, aged 71, is a tax consultant in a certified public accounting firm in Hong Kong (“Mr. Chiu”). Mr. Chiu 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 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 for a specified term of 3 years with effect from 25th November 2005 and he is also 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.

Save as disclosed above, 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, and there is no information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

– 10 –

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 2007) 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.

– 11 –

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$
2006
October	0.078	0.049
November	0.099	0.059
December	0.114	0.078
2007
January	0.202	0.080
February	0.233	0.162
March	0.225	0.150
April	0.214	0.175
May	0.250	0.168
June	0.260	0.179
July	0.335	0.155
August	0.315	0.200
September	0.270	0.186
October (up to and including the Latest Practicable Date)	0.200	0.160

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.

– 12 –

EXPLANATORY STATEMENT

APPENDIX II

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.

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
	Number of	percentage of
Name	Shares held	shareholding
Globalcrest_(Note)_	872,406,705	53.70%
Central Core Resources Limited_(Note)_	872,406,705	53.70%

Note: The entire issued share capital of Globalcrest 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 and Central Core Resources Limited would each be increased to 59.67%.

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.

– 13 –

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 23rd November 2007, Friday at 12:00 noon (the “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 auditor for the year ended 30th June 2007.

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 auditor 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(s)”) 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 purpose 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); and

• (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.”

• (c) “ THAT conditional upon resolution 4(a) and resolution 4(b) as set out in this notice of the AGM dated 31st October 2007 (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.”

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AGM NOTICE

• (d) “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Shares (representing 10% of the Shares in issue as at the date of passing of this resolution (the “Refreshed Mandate Limit”)) which may be issued pursuant to the exercise of options granted under the Company’s share option scheme adopted on 26th November 2003 (the “Share Option Scheme”), the refreshment of the scheme limit in respect of the grant of options to subscribe for Shares under the Share Option Scheme provided that the total number of Shares which may be allotted or issued pursuant to the grant or exercise of options under the Share Option Scheme and any other share option schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed the Refreshed Mandate Limit be and is hereby approved and the Directors be and are hereby authorised to grant options under the Share Option Scheme up to the Refreshed Mandate Limit, to exercise all powers of the Company to allot, issue and deal with Shares pursuant to the exercise of such options and to do such acts and execute such documents for or incidental to such purpose.”

By order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 31st October 2007

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 needs 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 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 this circular of which this notice forms part.

• (e) Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish and in such event the proxy form shall be deemed to be revoked.

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