Sinopec Engineering Group Co Ltd. — AGM Information 2012

Oct 31, 2012

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 proxy form 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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 寰宇國際控股有限公司[*]

(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 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 29th November 2012, Thursday at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day, at the same time and place on the second Business Day after 29th November 2012 or any adjournment thereof, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages 15 to 19 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 2012

• for identification purpose only

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed General Mandates to Issue and to Repurchase Shares . . . . . . . . . . . .	6
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Biographical Details of
	the Retiring Directors Proposed to be Re-elected. . . . . . . . . . . . . .	9
Appendix II	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
AGM Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

– i –

DEFINITIONS

In this circular, the following words and 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
	29th November 2012, Thursday at 12:00 noon or in the
	event that a black rainstorm warning or a tropical cyclone
	warning signal number 8 or above is hoisted or remains
	hoisted in Hong Kong at 10:00 a.m. on that day, at the
	same time and place on the second Business Day after
	29th November 2012 or any adjournment thereof;
“AGM Notice”	notice convening the AGM as set out on pages 15 to 19 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;
“Business Day”	any day (excluding Saturday) on which no black rainstorm
	warning or a tropical cyclone warning signal number 8
	or above is hoisted or remains hoisted in Hong Kong at
	10:00 a.m. on that day and on which banks in Hong Kong
	are generally open for business;
“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;

– 1 –

	DEFINITIONS
“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;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	24th October 2012, 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;
“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 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;

– 2 –

	DEFINITIONS
“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.

– 3 –

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Executive Directors: Mr. Lam Shiu Ming, Daneil (Chairman) Mr. Yeung Kim Piu

Independent Non-executive Directors: Mr. Ng Kwok Tung Dr. Leung Shiu Ki, Albert Mr. Ma Chun Fung, Horace

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

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 2012

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES 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 (a) re-elect the retiring Directors; and (b) grant the General Mandates and the extension of the Share Issue Mandate to the Directors.

• for identification purpose only

– 4 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of five Directors, namely Mr. Lam Shiu Ming, Daneil, Mr. Yeung Kim Piu, Mr. Ng Kwok Tung, Dr. Leung Shiu Ki, Albert and Mr. Ma Chun Fung, Horace.

According to Bye-Laws 87(1) and 87(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 87 (2), Mr. Yeung Kim Piu, Dr. Leung Shiu Ki, Albert and Mr. Ma Chun Fung, Horace shall retire from office by rotation at the AGM and, being eligible, 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 26th Floor, Tesbury Centre, 28 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.

Brief biographical details of the retiring Directors who offer themselves for re-election 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.

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LETTER FROM THE BOARD

3. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 29th November 2011, 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 the Shares and to repurchase the Shares.

At the AGM, the 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 the Shares which may be allotted and issued under the Share Issue Mandate.

Each of the General Mandates will 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.

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LETTER FROM THE BOARD

4. AGM

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

• (a) re-elect Mr. Yeung Kim Piu as executive Director, and Dr. Leung Shiu Ki, Albert and Mr. Ma Chun Fung, Horace as independent non-executive Directors;

• (b) grant the Share Issue Mandate to the Directors;

• (c) grant the Share Repurchase Mandate to the Directors; and

• (d) extend the Share Issue Mandate by adding to it the number of the Shares repurchased under the Share Repurchase Mandate.

In accordance with Rule 13.39(4) of the Listing Rules, all the resolutions proposed at the AGM will be voted on by way of poll except where the chairman of the AGM, in good faith, decide to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will at the meeting demand, pursuant to Bye-Law 66(a), voting by way of poll on the Ordinary Resolutions. On a poll, subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the ByeLaws, every Shareholder present in person (or being a corporation, is present by a representative duly authorised), or by proxy shall have one vote for every fully paid Share of which he/she is the holder.

After closure of the AGM, the Company will publish an announcement in respect of the poll results on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.uih.com.hk) respectively.

A proxy form is enclosed for your use at the AGM. You are requested to complete and return the proxy form 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 proxy form 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 proxy form shall be deemed to be revoked.

– 7 –

LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

6. RECOMMENDATIONS

The Directors believe that the proposed re-election of the retiring Directors, grant of the General Mandates and extension of the Share Issue Mandate, 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.

7. GENERAL

Your attention is also drawn to the Appendix I to this circular which set out the biographical details of the retiring Directors to be re-elected at the AGM and Appendix II which provides an explanatory statement on the proposed Share Repurchase Mandate in accordance with the Listing Rules.

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 PROPOSED TO BE RE-ELECTED

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, aged 51, is mainly responsible for overseeing the operation of artiste management division. Mr. Yeung joined the Group in 1993 and has over 15 years of experience in the film distribution industry in Hong Kong. On 11th April 2011, Mr. Yeung resigned as a director of Films Station Production Limited, Universe Films Acquisition Limited and Elite Master Holdings Limited, all of which are wholly-owned Subsidiaries of the Company. Save as disclosed above, (a) Mr. Yeung has not previously held any position with the Company or any of its Subsidiaries; and (b) he has not had any directorships in any listed public companies in the last three years. As at the Latest Practicable Date, Mr. Yeung was interested in 4,279,425 share options granted under the share option scheme of the Company which entitled him to subscribe for 4,279,425 Shares at a price of HK$0.067 per Share. Other than disclosed above, Mr. Yeung is not connected with any Directors, senior management or substantial or controlling shareholders of the Company, and as at the Latest Practicable Date 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’s notice in writing. The annual aggregate remuneration payable under the service agreement is HK$546,000 which was determined by reference to his duties and responsibilities to the Company. Mr. Yeung is entitled to a housing allowance of HK$14,500 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 and in the circular of the Company to the Shareholders dated 31st October 2012 of which this appendix forms part, 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, and there is no information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Dr. Leung Shiu Ki, Albert, Independent Non-executive Director

Dr. Leung, aged 63, is currently the Financial and Business Development Consultant of Beauchamp International Development Limited, which is a private company incorporated in Hong Kong and is responsible for providing financial and business development service to various companies. Dr. Leung has 10 years of experience in accounting and auditing in accounting firms in England from 1977 to 1987. From 1987 to 1992, he joined Citicorp International Limited as Assistant Vice President with a major responsibility in corporate finance matters in Hong Kong. He holds a Doctor degree of Philosophy in Economics from Shanghai University of Finance and Economics, the People’s Republic of China, a Master degree of Business Administration from Brunel University, England and a Diploma in Management Studies from The Polytechnic of Central London, England. Dr. Leung has also passed the final qualifying examinations of the Association of Chartered Certified Accountants (“ACCA”), the Chartered Institute of Management Accountants and the Institute of Chartered Secretaries and Administrators, all in the United Kingdom. He is also an independent non-executive director of Tack Fiori International Group Limited, the shares of which are listed an the Main Board of the Stock Exchange. He joined the Group in November 2008. Save as disclosed above, (a) Dr. Leung has not previously held any position with the Company or any of its subsidiaries; and (b) he has not had any other directorships in any listed public companies in the last three years. Dr. Leung is not connected with any Directors, senior management or substantial or controlling shareholders of the Company and as at the Latest Practicable Date he does not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a service agreement dated 29th February 2012 between the Company and Dr. Leung, the appointment of Dr. Leung is for a specified term of three years with retrospective effect from 28th November 2011 or until terminated by either party giving to the other not less than three months’ notice in writing. Dr. Leung’s appointment is also subject to retirement by rotation and re-election pursuant to the Bye-Laws. The annual aggregate emolument payable under the service agreement is HK$120,000 which was determined by reference to Dr. Leung’s duties and responsibilities to the Company.

Save as disclosed above and in the circular of the Company to the Shareholders dated 31st October 2012 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Dr. Leung 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.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Ma Chun Fung, Horace, Independent Non-executive Director

Mr. Ma, aged 42, is a seasoned accountant with extensive experience in risk and internal control. Mr. Ma is a Certified Public Accountant (Practicing) registered with the Hong Kong Institute of Certified Public Accountants (“HKICPA”), a fellow member of ACCA, a Certified Internal Auditor registered with the Institute of Internal Auditors and holder of Certification in Control Self-Assessment of the Institute of Internal Auditors. He also holds various degrees including Master of Science and Bachelor of Business Administration conferred by the Chinese University of Hong Kong and Bachelor of Laws conferred by the University of London, England. He was a council member of HKICPA between 2009 and 2011. Mr. Ma was appointed an executive director of Fava International Holdings Limited, a publicly listed company in Hong Kong on 21st September 2010 and he subsequently resigned from such position on 31st October 2011. He is also an independent non-executive director of Ming Fai International Holdings Limited, Dejin Resources Group Company Limited and China Tianrui Group Company Limited, all of which are publicly listed companies in Hong Kong. He joined the Group in November 2008. Save as disclosed above, (a) Mr. Ma has not previously held any position with the Company or any of its Subsidiaries; and (b) he has not had any other directorships in any listed public companies in the last three years. Mr. Ma is not connected with any Directors, senior management or substantial or controlling shareholders of the Company and as at the Latest Practicable Date he does not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a service agreement dated 29th February 2012 between the Company and Mr. Ma, the appointment of Mr. Ma is for a specified term of three years with retrospective effect from 28th November 2011 or until terminated by either party giving to the other not less than three months’ notice in writing. Mr. Ma’s appointment is also subject to retirement by rotation and re-election pursuant to the Bye-Laws. The annual aggregate emolument payable under the service agreement is HK$120,000 which was determined by reference to Mr. Ma’s duties and responsibilities to the Company.

Save as disclosed above and in the circular of the Company to the Shareholders dated 31st October 2012 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. Ma 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.

– 11 –

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 1,711,770,370 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 171,177,037 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 2012) 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.

– 12 –

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
	Highest	Lowest
Month	trading price	trading price
	HK$	HK$
2011
October	0.088	0.064
November	0.088	0.060
December	0.083	0.060
2012
January	0.082	0.068
February	0.102	0.074
March	0.094	0.068
April	0.080	0.055
May	0.074	0.055
June	0.080	0.061
July	0.069	0.060
August	0.070	0.054
September	0.100	0.058
October (up to and
including the Latest Practicable Date)	0.081	0.066

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.

– 13 –

EXPLANATORY STATEMENT

APPENDIX II

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 Rules 26 and 32 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)	859,131,705	50.19%
Central Core Resources Limited (Note)	859,131,705	50.19%

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 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 approximately 55.77%. 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.

Currently, the Directors have no intention to exercise the Share Repurchase Mandate to the extent that it will trigger the obligation under Rules 26 and 32 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%.

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.

– 14 –

AGM NOTICE

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

(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 29th November 2012, Thursday at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day, at the same time and place on the second Business Day (as defined in Note (a) below) after 29th November 2012 or any adjournment (the “AGM”) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company, the report of the directors of the Company (individually, a “Director” and collectively, the “Directors”) and the report of the independent auditor of the Company (the “Auditor”) for the year ended 30th June 2012.

2. To re-elect the retiring Directors, namely Mr. Yeung Kim Piu as executive Director as well as Dr. Leung Shiu Ki, Albert and Mr. Ma Chun Fung, Horace as independent nonexecutive Directors and to authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

3. To re-appoint the Auditor and to authorize the Board to fix the remuneration of the Auditor.

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

• for identification purpose only

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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;

• (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 byelaws 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 ByeLaws or any applicable law of Bermuda to be held; or

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     - (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.”

• (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;

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• (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 2012 (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.”

By order of the Board Lam Shiu Ming, Daneil

Chairman

Hong Kong, 31st October 2012

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Notes:

• (a) Business Day means any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day and on which banks in Hong Kong are generally open for business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on 29th November 2012, the AGM will not be held on that day but will be held at the same time and place on the second Business Day after 29th November 2012 or any adjournment thereof.

• (b) 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.

• (c) In order to be valid, the proxy form 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.

• (d) 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.

• (e) 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 appendix II to the circular of the Company dated 31st October 2012 to the Shareholders of which this notice forms part.

• (f) 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.

• (g) As at the date hereof, the Board comprises Mr. Lam Shiu Ming, Daneil and Mr. Yeung Kim Piu as executive Directors and Mr. Ng Kwok Tung, Dr. Leung Shiu Ki, Albert and Mr. Ma Chun Fung, Horace as independent nonexecutive Directors.

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