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 ADOPTION OF 2013 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 28th November 2013, Thursday at 2 p.m. 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 12 noon on that day, at the same time and place on the second Business Day after 28th November 2013 or any adjournment thereof, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages 32 to 37 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 2013

for identification purpose only

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	Proposed General Mandates to Issue and to Repurchase Shares . . . . . . . . . . . .	7
4.	Adoption of 2013 Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
8.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I	– Biographical Details of the Retiring Directors. . . . . . . . . . . . . . . . . .	13
Appendix II	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix III – Summary of the Principal Terms of 2013 Share Option Scheme. . . . .		21
AGM Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		32

– i –

DEFINITIONS

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

“2003 Share Option Scheme”

the share option scheme of the Company adopted on 26 November 2003

“2013 Share Option Scheme”

the proposed share option scheme to be adopted by the Company, the principal terms of which are summarized in Appendix III to this circular

“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 28th November 2013, Thursday at 2 p.m. 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 12 noon on that day, at the same time and place on the second Business Day after 28th November 2013 or any adjournment thereof

“AGM Notice”

notice convening the AGM as set out on pages 32 to 37 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)

– 1 –

DEFINITIONS

“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
“Eligible Relationship”	the relationship between a Participant and the Company or
	any Subsidiary or any Invested Entity
“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
“Invested Entity”	any entity in which the Group holds any equity interests
“Latest Practicable Date”	24th October 2013, 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
“Options”	option(s) granted or to be granted to the Participant(s)
	to subscribe for Share(s) under the 2003 Share Option
	Scheme, and under the 2013 Share Option Scheme
	following its adoption at the AGM

– 2 –

DEFINITIONS

“Participant”

“Ordinary Resolution(s)”

“SFO”

“Shares”

“Share Issue Mandate”

“Share Repurchase Mandate”

“Shareholder(s)”

“Stock Exchange”

any person being an employee (including any executive director), officer (including any non-executive director and independent non-executive director), substantial shareholder, consultant, agent, professional adviser, customer, business partner, joint venture partner, strategic partner, landlord or tenant of, or any supplier or provider of goods or services to, the Company or any Subsidiary or any Invested Entity, or any trustee(s) of a discretionary trust of which one or more beneficiaries belong to any of the abovementioned category(ies) of persons, or any other person who satisfies the criteria set out in the rules of the 2013 Share Option Scheme

the proposed ordinary resolution(s) as referred to in the AGM Notice

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

shares of HK$0.02 each in the capital of the Company and “Share” shall be construed accordingly

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

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

holder(s) of Shares

The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

“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 “%” per cent.

– 4 –

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. Hung Cho Sing Mr. Yeung Kim Piu Mr. Lam Kit Sun

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

Independent Non-executive Directors: Head office and principal place of Mr. Ng Kwok Tung business in Hong Kong: Dr. Leung Shiu Ki, Albert 18th Floor Mr. Ma Chun Fung, Horace Wyler Centre Phase II Mr. Lam Wing Tai 192-200 Tai Lin Pai Road Kwai Chung New Territories, Hong Kong 31st October 2013

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES ADOPTION OF 2013 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 (a) re-elect the retiring Directors; (b) grant the General Mandates and the extension of the Share Issue Mandate to the Directors; and (c) approve and adopt the 2013 Share Option Scheme.

for identification purpose only

– 5 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of eight Directors, namely Mr. Lam Shiu Ming, Daneil, Mr, Hung Cho Sing, Mr. Yeung Kim Piu, Mr. Lam Kit Sun, Mr. Ng Kwok Tung, Dr. Leung Shiu Ki, Albert, Mr. Ma Chun Fung, Horace and Mr. Lam Wing Tai.

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. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. The retiring Director(s) shall be eligible for re-election.

Pursuant to Bye-Laws 87(1) and 87 (2), Messrs. Lam Shiu Ming, Daneil and Ng Kwok Tung shall retire from office by rotation at the AGM. Mr. Lam Shiu Ming, Daneil, being eligible, will offer himself for re-election at the AGM. Mr. Ng Kwok Tung will not offer himself for re-election due to his other business and personal commitment and accordingly will cease to be a Director upon the conclusion of the AGM. Mr. Ng has confirmed that there is no disagreement with the Board and there is no other matter that needs to be brought to the attention of the Shareholders in respect of his retirement.

On 30 August 2013, Mr. Lam Kit Sun was appointed as an executive Director to the Board. On 16 October 2013, Mr. Hung Cho Sing and Mr. Lam Wing Tai was appointed as an executive Director and independent non-executive Director respectively to the Board. Pursuant to Bye-Law 86(2), each of Mr. Lam Kit Sun, Mr. Hung Cho Sing and Mr. Lam Wing Tai shall retire from office 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 Level 54, Hopewell Centre, 183 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.

– 6 –

LETTER FROM THE BOARD

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.

3. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 29th November 2012, 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.

– 7 –

LETTER FROM THE BOARD

4. ADOPTION OF THE 2013 SHARE OPTION SCHEME

The 2003 Share Option Scheme was adopted by the Company on 26th November 2003 and will expire on 26th November 2013. In view of the expiration of the 2003 Share Option Scheme and in order to enable the Company to Options to selected Participants as incentives or rewards for their contributions to the Group, the Directors propose to recommend to Shareholders at the AGM to approve and adopt the 2013 Share Option Scheme. As at the Latest Practicable Date, the Company has no other subsisting share option scheme other than the 2003 Share Option Scheme. During the term of the 2003 Share Option Scheme up to the Latest Practicable Date, a total of 177,695,940 Options were granted thereunder to subscribe for an aggregate of 177,695,940 Shares, out of which 2,500,000 Options were exercised, no Option had lapsed, 143,460,537 Option had been cancelled, and 31,735,403 Options remain unexercised and outstanding. According to the provisions of the 2003 Share Option Scheme, Options granted during the term of the 2003 Share Option Scheme and remain unexercised immediately prior to the end thereof shall continue to be exercisable in accordance with their terms of grant notwithstanding the expiry of the 2003 Share Option Scheme.

It is proposed that subject to the approval of the Shareholders at the AGM of the adoption of the 2013 Share Option Scheme and the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which fall to be allotted and issued upon the exercise of the Options that may be granted under the 2013 Share Option Scheme, the 2013 Share Option Scheme will take effect.

The Board proposes the adoption of the 2013 Share Option Scheme, which will be valid for 10 years from the date of its adoption.

The purpose of the 2013 Share Option Scheme is to enable the Company to grant Options to the Participants, as incentives and/or rewards for their contribution to the Group and/or any Invested Entity (if applicable). Save for the definition of “Participant(s)” and necessary modifications and/ or amendments made pursuant to the Listing Rules, there will be no material difference between the terms of the 2003 Share Option Scheme and the proposed 2013 Share Option Scheme. A summary of the principal terms of the 2013 Share Option Scheme is set out in Appendix III to this circular.

– 8 –

LETTER FROM THE BOARD

The Board considers that the 2013 Share Option Scheme will facilitate the retention and the recruitment of high-calibre staff of the Group and/or any Invested Entity (if applicable) and attract resources that are valuable to the Group or Invested Entity. To ensure that this purpose is achieved, the 2013 Share Option Scheme provides that the Board will grant Options only to Participants who have made valuable contribution to the business of the Group or Invested Entity based on their performance and/or years of service, or who are regarded as valuable resources of the Group or Invested Entity based on their work experience, knowledge in the industry and other relevant factors, or are expected to be able to contribute to the prosperity, business development or growth of the Group or Invested Entity based on their business connection or network or other relevant factors.

The provisions of the 2013 Share Option Scheme will comply with the requirements of Chapter 17 of the Listing Rules.

As at the Latest Practicable Date, there were 1,714,270,370 Shares in issue. Assuming that no further Share will be allotted, issued or repurchased prior to the AGM, the total number of Shares that may fall to be allotted and issued after the resolution authorising the Directors to allot and issue up to 10% of the then issued share capital of the Company has been passed at the AGM would be 171,427,037 Shares, representing approximately 10% of the total number of Shares in issue. No trustee will be appointed under the 2013 Share Option Scheme.

Although the rules of the 2013 Share Option Scheme provides that the 2013 Share Option Scheme is not subject to or conditional upon the achievement of any performance target and that there is no vesting period in respect of the Options granted under the 2013 Share Option Scheme, the Board believes that the requirement for a minimum subscription price (which is summarized in paragraph (d) in Appendix III to this circular) as well as the selection criteria prescribed by the rules (which are summarized in paragraph (b) in Appendix III to this circular) of the 2013 Share Option Scheme will serve to protect the value of the Shares as well as to achieve the purpose of the 2013 Share Option Scheme. In essence, a grantee will be able to benefit from an Option only if the trading price of the Shares increases after the grant of the Option.

The Directors consider that it is not appropriate to state the value of the Options that can be granted pursuant to the 2013 Share Option Scheme as if they had been granted as at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to the Shareholders, since the Options to be granted shall not be transferrable or assignable, and no holder of the Options shall in any way sell, transfer, charge, mortgage or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option.

– 9 –

LETTER FROM THE BOARD

In addition, the calculation of the Options is based on a number of variables such as the exercise price, exercise period, interest rate, expected volatility and other relevant variables. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

The adoption of the 2013 Share Option Scheme is conditional upon:

(i) the passing of ordinary resolution(s) by the Shareholders at the AGM to (a) approve and adopt the 2013 Share Option Scheme; (b) authorize the Board to grant Options under the 2013 Share Option Scheme; and (c) authorise the Board to allot and issue Shares pursuant to the exercise of any Options that may be granted under the 2013 Share Option Scheme; and
(ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, on the Stock Exchange, any Shares which may fall to be allotted and issued by the Company pursuant to the exercise of the Options that may be granted under the 2013 Share Option Scheme.

Subject to the obtaining of the Shareholders’ approval with respect to the adoption of the 2013 Share Option Scheme at the AGM, the total number of Shares which may be issued upon exercise of all Options to be granted under the 2013 Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the total issued share capital of the Company as at the date on which the 2013 Share Option Scheme is adopted unless the Company obtains a fresh approval from Shareholders to renew the 10% limit on the basis that the maximum number of Shares in respect of which Options may be granted under the 2013 Share Option Scheme together with any Options outstanding and yet to be exercised under the 2013 Share Option Scheme and any other share option schemes shall not exceed 30% of the issued share capital of the Company from time to time.

A copy of the 2013 Share Option Scheme is available for inspection at the Company’s principal place of business in Hong Kong at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong during normal business hours from the date hereof up to the date of the AGM.

None of the Directors is a trustee of the 2013 Share Option Scheme or has any direct or indirect interest in the trustees of the 2013 Share Option Scheme, if any.

– 10 –

LETTER FROM THE BOARD

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 which may fall to be allotted and issued pursuant to the exercise of the Options that may be granted under the 2013 Share Option Scheme.

As at the Latest Practicable Date, no Shareholder has a material interest in the adoption of the 2013 Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto.

5. AGM

At the AGM, resolutions will be proposed to, inter alia:
(a) re-elect Mr. Lam Shiu Ming, Daneil as executive Director;
(b) re-elect Mr. Hung Cho Sing as executive Director;
(c) re-elect Mr. Lam Kit Sun as executive Director;
(d) re-elect Mr. Lam Wing Tai as independent non-executive Director;
(e) grant the Share Issue Mandate to the Directors;
(f) grant the Share Repurchase Mandate to the Directors;
(g) extend the Share Issue Mandate by adding to it the number of the Shares repurchased under the Share Repurchase Mandate; and
(h) approve and adopt the 2013 Share Option Scheme.

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.

– 11 –

LETTER FROM THE BOARD

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.

6. 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.

7. RECOMMENDATIONS

The Directors believe that the proposed re-election of the retiring Directors; grant of the General Mandates; extension of the Share Issue Mandate; and approval and adoption of the 2013 Share Option Scheme, are all in the interests of the Company and the Shareholders as a whole, 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.

8. 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, Appendix II which provides an explanatory statement on the proposed Share Repurchase Mandate in accordance with the Listing Rules and Appendix III which provides a summary of the principal terms of the 2013 Share Option Scheme.

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

– 12 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX I

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

Mr. Lam Shiu Ming, Daneil, Executive Director

Mr. LAM Shiu Ming, Daneil, aged 51, is the founder and Chairman of the Group. He is involved in marketing, corporate strategy, business planning and development and overall management of the Group. Mr. Daneil Lam has 32 years of experience in the film industry in Hong Kong. He was awarded the “Young Industrialist Awards of Hong Kong” by the Federation of Hong Kong Industries in 2002. Mr. Daneil Lam is the founder of a discretionary trust under which certain immediate family members of Mr. Daneil Lam are discretionary objects. The trustee of the said discretionary trust is Central Core Resources Limited which owns the entire issued share capital of Globalcrest and Globalcrest in turn, is interested in 359,131,705 Shares. Mr. Daneil Lam is personally interested in 17,117,703 Options with a right to subscribe for 17,117,703 Shares. As at the Latest Practicable Date, Mr. Daneil Lam was a director of each of the Subsidiaries. Save as disclosed above and that Mr. Daneil Lam is the elder brother of Mr. Lam Siu Keung, Alvin, a senior management of the Company, (a) Mr. Daneil Lam has not previously held any position with the Company or any of its Subsidiaries; (b) he has not had any other directorships in any listed public companies in the last three years; (c) he is not connected with any Directors, senior management or substantial shareholders (having the meaning ascribed to it under the Listing Rules) or controlling shareholders (having the meaning ascribed to it under the Listing Rules) of the Company; and (d) as at the Latest Practicable Date he did not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a service agreement dated 16th June 2011 between the Company and Mr. Daneil Lam, Mr. Daneil Lam was appointed as an executive Director for a term of 3 years with effect from 1st July 2011 or until terminated by either party giving to the other not less than three months’ notice in writing. The annual remuneration payable under the service agreement is HK$5,169,000 which was determine by reference to his duties and responsibilities to the Company. Mr. Daneil Lam is entitled to a housing allowance of HK$100,000 per month and subject to the absolute discretion of the Board, Mr. Daneil Lam 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 2013 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. Daneil Lam 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.

– 13 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX I

Mr. Hung Cho Sing, Executive Director

Mr. Hung Cho Sing, aged 72, has over 30 years of experience in the film distribution industry. Mr. Hung was the founder of Delon International Film Corporation and has been its general manager since June 2004. Mr. Hung was the Organizing Committee Chairman of the 11th and 12th Hong Kong Film Awards from 1991 to 1993 and from 1993 to 1995, Mr. Hung was the Chairman of the Hong Kong Film Awards Association Limited. Mr. Hung is currently the Chairman of Hong Kong Motion Picture Industry Association. In recognition of his contribution to the Hong Kong film industry, Mr. Hung was awarded the Bronze Bauhinia Star (BBS) by the Hong Kong Government in 2005. From April 2007 to March 2013, Mr. Hung was appointed by the Hong Kong Government as a member of the Hong Kong Film Development Council. Mr. Hung is also a member of Hong Kong Election Committee and since January 2013, he has been appointed by the Hong Kong Government as a non-official member of the Working Group on Manufacturing Industries, Innovative Technology, and Cultural and Creative Industries under the Economic Development Commission.

Mr. Hung is an independent non-executive director of China Star Entertainment Limited (stock code: 326), a non-executive director of Capital VC Limited (stock code: 2324), an independent non-executive director of Freeman Financial Corporation (stock code: 279) and an independent non-executive director of Mascotte Holdings Limited (stock code: 136). Mr. Hung joined the Group in October 2013. As at the Latest Practicable Date, save as disclosed above, Mr. Hung has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders (having the meaning ascribed to it under the Listing Rules) or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Mr. Hung does not hold other positions with the Company or any of its Subsidiaries. As at the Latest Practicable Date, Mr. Hung did not have any interest in any Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter entered into between Mr. Hung and the Company, Mr. Hung will be appointed for a fixed term for three years from 16 October 2013. His appointment shall be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Bye-Laws. Mr. Hung is entitled to a monthly director’s fee of HK$10,000 and one extra payment equivalent to one month’s salary payable before the Chinese New Year and such remuneration is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above and in the circular of the Company to the Shareholders dated 31st October 2013 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. Hung 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.

– 14 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX I

Mr. Lam Kit Sun, Executive Director

Mr LAM Kit Sun, aged 36, is the Chief Financial Officer and Company Secretary of the Group. He is responsible for the financial and investments functions of the Group. Prior to joining the Group in 2013, he has over 10 years’ experience in the field of financial reporting, financial management and audit experience in China and Hong Kong. He graduated from The Hong Kong University of Science and Technology with a bachelor’s degree in Business Administration in Accounting. Mr. KS Lam is a fellow and practicing member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”), a fellow member of the Association of Chartered Certified Accountants, an associate of The Hong Kong Institute of Chartered Secretaries and a non-practicing member of the Chinese Institute of Certified Public Accountants. From August 2008 to July 2011, Mr. KS Lam was appointed as a non-executive director of Ruifeng Petroleum Chemical Holdings Limited (stock code 8096, formerly known as Thinsoft (Holdings) Inc), a company whose shares of which are listed on the Growth Enterprise Market of the Stock Exchange (“GEM”). Mr. KS Lam was an executive director of Kiu Hung Energy Holdings Limited (“Kiu Hung”) (stock code 381), the shares of which are listed on the Main Board of the Stock Exchange, from October 2009 to July 2013 and he was redesignated as a non-executive director of Kiu Hung on 1 August 2013. Mr. KS Lam is the independent non-executive director of DX.com Holdings Limited (stock code 8086, formerly known as EPRO Limited) and M Dream Inworld Limited (stock code: 8100), the shares of which are listed on GEM. Mr. KS Lam is also the chief financial officer and company secretary of Finsoft Corporation (stock code 8018), a company whose shares of which are listed on GEM. Mr. KS Lam joined the Group in August 2013. As at the Latest Practicable Date, save as disclosed above, Mr. KS Lam has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders (having the meaning ascribed to it in the Listing Rules) or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Mr. KS Lam are also a director of certain wholly-owned Subsidiaries, namely Universe Asia (Holdings) Limited, Weluck Development Limited, Universe Finance Group Limited, Universe Asia Finance Limited, Universe Asia Investment Limited, Universe Culture Investment Limited, Urban King Holdings Limited, Fortune Future Investment Limited, Precise Reach Group Limited and Ample China Development Limited. As at the Latest Practicable Date, Mr. KS Lam did not have any interest in any Shares within the meaning of Part XV of the SFO.

Pursuant to an employment contract entered between the Company and Mr. KS Lam in relation to Mr. KS Lam’s employment as chief financial officer and company secretary, the remuneration of Mr. KS Lam is HK$60,000 per month and he shall be entitled to one extra payment that shall be equal to one month of his salary before the Chinese New Year. The Company will not be required to pay any additional remuneration to Mr. KS Lam for his additional role as an executive Director and his current salary of HK$60,000 per month was determined at the time when the Company entered into the employment contract with him in relation to his employment as chief financial officer and company secretary with reference to the prevailing market conditions, the working experience, the background and the role and responsibilities of Mr. KS Lam. Other than the said employment contract, the Company has not entered into any service contract with Mr. KS Lam in relation to his role as an executive Director.

– 15 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX I

Save as disclosed above and in the circular of the Company to the Shareholders dated 31st October 2013 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. KS Lam 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. Lam Wing Tai, Independent Non-Executive Director

Mr. Lam Wing Tai, aged 47, is the financial controller of Astrum Capital Management Limited. He studied accounting at the Australian National University and obtained a Bachelor of Commerce degree in 1991. Mr. WT Lam is a member of the CPA Australia and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. Mr. WT Lam has extensive experience in the accounting and auditing field. Mr. WT Lam was an executive director of Hong Kong Life Sciences and Technologies Group Limited (formerly known as ZMAY Holdings Limited)(Stock Code: 8085) from October 2009 to November 2012. Currently, Mr. WT Lam is an independent non-executive director of Jun Yang Solar Power Investments Limited (Stock Code: 397) Mr. WT Lam joined the Group in October 2013. As at the Latest Practicable Date, save as disclosed above, Mr. WT Lam has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders (having the meaning ascribed to it in the Listing Rules) or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Mr. WT Lam does not hold other positions with the Company or any of its Subsidiaries. As at the Latest Practicable Date, Mr. WT Lam did not have any interest in any Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter entered into between Mr. WT Lam and the Company, Mr. WT Lam will be appointed for a fixed term for three years from 16 October 2013. His appointment shall be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Bye-Laws. Mr. WT Lam is entitled to an annual director’s fee of HK$130,000 which is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above and in the circular of the Company to the Shareholders dated 31st October 2013 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. WT Lam 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.

– 16 –

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 1,714,270,370 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 171,427,037 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 2013) 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.

– 17 –

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$
2012
October	0.081	0.062
November	0.068	0.050
December	0.065	0.050
2013
January	0.080	0.053
February	0.064	0.052
March	0.058	0.053
April	0.077	0.053
May	0.072	0.060
June	0.130	0.058
July	0.230	0.124
August	0.201	0.139
September	0.320	0.174
October (up to and including	0.430	0.310
the Latest Practicable Date)

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.

– 18 –

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 1)	359,131,705	20.95%
Central Core Resources Limited (Note 1)	359,131,705	20.95%
Lam Shiu Ming, Daneil (Notes 1 and 2)	376,249,408	21.95%

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.
Mr. Lam Shiu Ming, Daneil is personally interested in 17,117,703 Option with a right to subscribe for 17,117,703 Shares.

In the event that the Directors exercise the power under the Share Repurchase Mandate in full, the percentages of shareholdings of Mr. Lam Shiu Ming, Daneil would be increased to 24.4%; and the percentages of shareholdings of Globalcrest and Central Core Resources Limited would each be increased to 23.3%. 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.

– 19 –

EXPLANATORY STATEMENT

APPENDIX II

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.

– 20 –

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

APPENDIX III

2013 SHARE OPTION SCHEME

The following is a summary of the principal terms of the 2013 Share Option Scheme:

(a) Purpose

The purpose of the 2013 Share Option Scheme is to recognize and acknowledge the contributions or potential contributions made or to be made by the Participants to the Group and the Invested Entity, to motivate the Participants to optimize their performance and efficiency for the benefit of the Group and the Invested Entity, and to maintain or attract business relationship with the Participants whose contributions are or may be beneficial to the growth of the Group and the Invested Entity.

(b) Who may join

The Board may grant (subject to acceptance by the Participant in accordance with the terms of the 2013 Share Option Scheme) to any Participant who, the Board may determine in its absolute discretion, has made valuable contribution to the business of the Group or Invested Entity based on his performance and/or years of service, or is regarded as valuable resources of the Group or the Invested Entity based on his work experience, knowledge in the industry and other relevant factors, or is expected to be able to contribute to the prosperity, business development or growth of the Group or the Invested Entity based on his/its business connection or network or other relevant factors, and subject to such conditions as the Board may think fit, an Option to subscribe for such number of Shares as the Board may determine at the Subscription Price, provided that no such grants shall be made except to such number of Participants and in such circumstances that the Company will not be required under the applicable securities laws and regulations to issue a prospectus or other offer document in respect thereof, and will not result in the breach by the Company or its Directors of any applicable securities laws and regulations or in any filing or other requirements arising.

(c) Payment on acceptance of Option

A consideration of HK$1.00 in cash is payable by the Participant to the Company who accepts the grant of an Option in accordance with the terms of the 2013 Share Option Scheme on acceptance of the grant of an Option.

– 21 –

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

APPENDIX III

(d) Subscription price

The subscription price for the Shares under the Options to be granted under the 2013 Share Option Scheme will be a price determined by the Board and notified to a Participant at the time the grant of the Options is made to (and subject to acceptance by) the Participant and shall be at least the highest of: (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date (which shall be a business day on which the Stock Exchange is open for the business of dealing in securities) the grant of an Option is made (subject to acceptance) (the “Grant Date”) ; (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately preceding the Grant Date; and (c) the nominal value of the Shares.

(e) Maximum number of Shares

The limit on the total number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the 2013 Share Option Scheme and any other share option scheme(s) of the Company must not, in aggregate, exceed 30% of the number of issued Shares from time to time. No option will be granted if such grant will result in the said 30% limit being exceeded. In addition, subject as provided below in this paragraph (e), the total number of Shares which may be issued upon exercise of all Options to be granted under the 2013 Share Option Scheme and any other share option scheme(s) of the Company, must not represent more than 10% of the nominal amount of all the issued Shares as at the date of approval of the 2013 Share Option Scheme by the Shareholders (the “10% Limit”). Options lapsed in accordance with the terms of the 2013 Share Option Scheme or any other share option scheme(s) of the Company shall not be counted for the purpose of calculating the 10% Limit. The Company may seek approval of its Shareholders in general meeting to refresh the 10% Limit at any time in accordance with the provisions of the Listing Rules, provided that the total number of Shares which may be issued upon exercise of all Options to be granted under the 2013 Share Option Scheme and any other share option scheme(s) of the Company under the limit as refreshed must not exceed l0% of the number of Shares in issue as at the date of approval of the refresher mandate (the “Refreshed Limit”). Options previously granted to (and subject to acceptance by) a Participant under the 2013 Share Option Scheme and/or any other share option scheme(s) of the Company (including those exercised, outstanding, cancelled or lapsed in accordance with the 2013 Share Option Scheme or such other schemes) shall not be counted for the purpose of calculating the Refreshed Limit. The Company may also seek separate approval

– 22 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

of the Shareholders in general meeting for granting Options beyond the 10% Limit, or as the case may be, the Refreshed Limit, to Participants specifically identified in accordance with the provisions of the Listing Rules. Accordingly, if the prior approval of the Shareholders in general meeting is obtained in accordance with the relevant procedural requirements of the Listing Rules, the Board may grant Options to such Participants in respect of such number of Shares and on such terms as may be specified in the said Shareholders’ approval, notwithstanding that such grant of Option will result in any of the 10% Limit referred to above being exceeded.

(f) Maximum entitlement of each Participant

The total number of Shares issued and to be issued upon exercise of the Options granted and to be granted to each grantee under this Scheme and any share option scheme(s) of the Company (including both exercised and outstanding Options) in any 12-month period up to the Grant Date to each grantee must not exceed 1% of the aggregate number of Shares for the time being in issue. Where any further grant of Options to a grantee would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such grantee (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the aggregate number of Shares for the time being in issue, such further grant must be separately approved by Shareholders in general meeting with such grantee and his associates abstaining from voting. The Company shall issue a circular to the Shareholders disclosing the identity of the grantees, the number and terms of the Options granted and to be granted (including Options previously granted), the information required under rule 17.02(2)(d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules. The number and terms (including the Subscription Price) of the Options to be granted to such grantees must be fixed before the Shareholders’ approval is sought and the date of the meeting of the Board for proposing such further grant should be taken as the Grant Date for the purpose of calculating the Subscription Price.

– 23 –

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

APPENDIX III

(g) Exercise of Option

An Option may be exercised in accordance with the terms of the 2013 Share Option Scheme at any time during a period of not more than 10 years from the Grant Date of the Options to be determined and notified by the Board to the grantee, commencing on the date as specified in the grant letter to the Participant, and expiring on the earliest of the last day of the said period or such time as specified in the 2013 Share Option Scheme and/or the grant letter. There is no minimum period for which an Option must be held before it can be exercised, but the Board is empowered to impose at its discretion any such minimum period at the time of the grant of an Option. The Board may, at its absolute discretion, fix any performance targets that must be achieved and any other conditions that must be fulfilled before an Option can be exercised upon the grant of an Option to a Participant.

(h) Rights are personal to grantee

An Option shall be personal to the grantee and shall not be transferrable or assignable and no grantee shall in any way sell, transfer, assign, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option or purport to do any of the foregoing (save that the grantee may nominate a nominee to hold the Shares to be issued pursuant to the exercise of Options granted under the 2013 Scheme on trust grantee and the nominee shall be provided to the satisfaction of the Company). The Company shall have the right to revoke an Option if a grantee breaches the above provision.

(i) Rights on ceasing employment or other engagement

Where the grantee is an employee (including any executive director) or an officer (including any non-executive director and independent non-executive director) of the Company or any Subsidiary or any Invested Entity, in the event of the grantee ceasing to be such employee or officer for any reason, other than his death, ill health, disability or insanity or the termination of his employment or office on one or more of the grounds specified in the 2013 Share Option Scheme, then the grantee may exercise the Option up to his entitlement at the date of cessation (to the extent not already exercised) until whichever is the earlier of the date of expiry of the option period or the last day of the period of one month (or such longer period as the Board may determine) following the date of such cessation, which date shall be the last actual day of employment or office with the Company or the relevant Subsidiary or any Invested Entity whether payment in lieu of notice is made or not (if applicable). For the purposes of this paragraph (i), a grantee shall not be regarded as ceasing to be in an Eligible Relationship with the Group if he ceases to be in an Eligible Relationship with a particular member of the Group but at the same time he is involved in a different Eligible Relationship with another member of the Group.

– 24 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

(j) Rights on death, ill health, disability or insanity

Where the grantee is an employee (including any executive director) or an officer (including any non-executive director and independent non-executive director) of the Company or any Subsidiary or any Invested Entity, in the event of the grantee ceasing to be such employee or officer by reason of death and none of the events which would be a ground for termination of his employment or office specified in the 2013 Share Option Scheme has occurred, the legal personal representative(s) of such grantee shall be entitled until whichever is the earlier of the date of expiry of the option period or the last day of the period of three months after the issue of the probate or the letter of administration of the grantee, as the case may be, (or such longer period as the Board may determine) to exercise the Option (to the extent not already exercised) in full or to the extent specified in the notice to exercise such Option. Where the grantee is an employee (including any executive director) or an officer (including any non-executive director and independent non-executive director) of the Company or any Subsidiary or any Invested Entity, in the event of the grantee ceasing to be such employee or officer by reason of ill health, disability or insanity and none of the events which would be a ground for termination of his employment or office specified in the 2013 Share Option Scheme has occurred, such grantee or the legal personal representative(s) of that grantee shall be entitled until whichever is the earlier of the date of expiry of the option period or the last day of the period of 6 months from the date of cessation (or such longer period as the Board may determine) to exercise the Option (to the extent not already exercised) in full or to the extent specified in the notice to exercise such Option.

(k) Rights on takeover

If a general offer to acquire Shares (whether by takeover offer, merger, privatization proposal by scheme of arrangement between the Company and its members or otherwise in like manner) is made to all the Shareholders (or all such holders other than the offeror and/ or any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer, having been approved in accordance with applicable laws and regulatory requirements, becomes or is declared unconditional, the grantee of the Option (or his legal personal representative(s)) shall be entitled to exercise the Option (to the extent not already exercised) at any time until whichever is the earlier of the date of expiry of the option period or the last day of the period of 14 days after the date on which the offer becomes or is declared unconditional, after which the Option shall lapse.

– 25 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

(l) Rights on winding up

If a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall on the same date as or as soon as practicable after it despatches such notice to each member of the Company give notice thereof to all grantees and thereupon, each grantee (or his legal personal representative(s)) shall be entitled to exercise all or any of his Options at any time not later than two business days prior to the record date for ascertaining entitlements to attend and vote at the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the record date for ascertaining entitlements to attend and vote at the proposed general meeting referred to above, allot and issue the relevant Shares to the grantee credited as fully paid.

(m) Rights on compromise or arrangement

If an application is made to the court (otherwise than where the Company is being voluntarily wound up), pursuant to the Companies Act, in connection with a proposed compromise or arrangement between the Company and its members (or any class of them), the grantee may by notice in writing to the Company within 21 days after the date of such application, exercise the Option in full (to the extent not already exercised) or to the extent specified in such notice.

(n) Effects of alterations to capital

Subject to the limits on the number of Shares which may be issued under the 2013 Share Option Scheme and any other share option scheme(s) of the Company described in paragraph (e) above, in the event of any capitalisation issue, rights issue, consolidation or sub-division of Shares or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party) whilst an Option remains outstanding, such corresponding adjustments (if any) will be made in the number of Shares subject to the 2013 Share Option Scheme, the number of Shares subject to outstanding Options and/or the subscription price in relation to each outstanding Option, provided that any such adjustments shall be made such that the proportion of the issued share capital of the Company to which an Option entitles the grantee to subscribe after such adjustment must be the same as that to which the Option entitled the grantee to subscribe immediately before such adjustment, but so that no such adjustment shall be made to the extent that the effect of such adjustment would be to enable any Share to be issued at less

– 26 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

than its nominal value. In respect of any adjustment required by the foregoing provisions, other than any made on a capitalization issue, an independent financial adviser or the auditors for the time being of the Company must also confirm to the Board in writing that the adjustments satisfy the foregoing provision.

(o) Lapse of Options

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

(i) the expiry of the option period;
(ii) the expiry of any of the other periods referred to in paragraphs (i), (j), (k) or (m) above;
(iii) subject to paragraph (l) above, the earliest of the close of business on the second business day prior to the record date for ascertaining entitlements to attend and vote at the general meeting referred to in paragraph (l) above or the date of commencement of the winding-up of the Company;
(iv) save as otherwise provided in paragraph (k) above, or by the court in relation to the scheme in question, upon the sanctioning pursuant to the Companies Act by the Supreme Court of Bermuda of a compromise or arrangement between the Company and its members or creditors for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(v) where the grantee is an employee (including any executive director) or an officer (including any non-executive director and independent non-executive director) of the Company or any Subsidiary or any Invested Entity, the date on which the grantee ceases to be such employee or officer by reason of the termination of his employment or office on any one or more of the grounds that he has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his employment or office at common law or pursuant to any applicable laws or under the grantee’s service contract or terms of office with the Company or the relevant Subsidiary or Invested Entity;

– 27 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF

2013 SHARE OPTION SCHEME

(vi) where the grantee is in an Eligible Relationship (other than in a position as an employee or officer) with the Company or any Subsidiary or any Invested Entity, the date on which the grantee ceases to be in such Eligible Relationship with the Company or any Subsidiary or any Invested Entity for any reason; or
(vii) the date on which the Board exercises the Company’s right to cancel the Option because of a breach by the grantee of the rules summarized in paragraph (h) above; or
(viii) if an Option was granted subject to certain conditions, restrictions or limitations, the date on which the Board resolves that the grantee has failed to satisfy or comply with such conditions, restrictions or limitations; or
(ix) the occurrence of such event or expiry of such period as may have been specifically provided for in the letter in respect of the grant of an Option, if any.

(p) Ranking and voting rights of Shares

The Shares to be allotted and issued upon the exercise of an Option will be subject to all the provisions of the Bye-laws and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first Business Day of the reopening of the register of members and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment, or, if later, before the date of registration of the allotment in the register of members of the Company. A Share issued upon the exercise of an Option shall not carry any voting rights until the registration of the grantee (or any other person) as the holder thereof.

(q) Cancellation of Options

The Board may effect the cancellation of any Options granted but not exercised on such terms as may be agreed with the relevant grantee, as the Board may in its absolute discretion see fit and in a manner that complies with all applicable legal requirements for such cancellation. Where the Company cancels any Options granted but not exercised and

– 28 –

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

APPENDIX III

grants new Options to the same grantee, the grant of such new Options may only be made under the 2013 Share Option Scheme if there is available unissued Options (excluding the cancelled Options) within each of the 10% limits as referred to in paragraph (e) above.

(r) Alteration to the 2013 Share Option Scheme

The terms of the 2013 Share Option Scheme may be altered in any respect by resolution of the Board except that the provisions of the 2013 Share Option Scheme relating to matters contained in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Participants unless with the prior sanction of a resolution of the Shareholders in general meeting. Any alterations to the terms and conditions of the 2013 Share Option Scheme which are of a material nature or any change to the terms of Options granted must first be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the 2013 Share Option Scheme. The amended terms of the 2013 Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules. Any change to the authority of the Board in relation to any alteration to the terms of the 2013 Share Option Scheme must first be approved by the Shareholders in general meeting.

(s) Termination of the 2013 Share Option Scheme

The Company by resolution of its shareholders in general meeting or of the Board may at any time terminate the operation of the 2013 Share Option Scheme and in such event, no further Options will be granted or accepted but the provisions of the 2013 Share Option Scheme shall remain in force in all other respects. All Options granted and accepted prior to such termination and not then exercised shall continue to be valid and exercisable subject to and in accordance with the 2013 Share Option Scheme.

(t) Period of the 2013 Share Option Scheme

Subject to termination as referred to in paragraph (s) above, the 2013 Share Option Scheme shall be valid and effective for a period of 10 years commencing on 28th November 2013 (being the date of approval and adoption of the 2013 Share Option Scheme by the Shareholders at the AGM), after which period no further Options will be granted, accepted or exercised but the provisions of the 2013 Share Option Scheme shall remain in full force and effect in all other respects.

– 29 –

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

APPENDIX III

(u) Conditions

The 2013 Share Option Scheme is conditional upon: (a) the passing by the Shareholders at the AGM of an ordinary resolution to approve the adoption of the 2013 Share Option Scheme; and (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, on the Stock Exchange any Shares which may fall to be allotted and issued pursuant to the exercise of Options under the 2013 Share Option Scheme.

(v) Restrictions on the timing of grant of Option

The Board shall not grant any Option to any Participant if the Grant Date in respect of that Option occurs (or would, in the absence of this provision, occur) after an inside information (as defined in the Listing Rules) has come to its knowledge until such inside information has been published in accordance with the Listing Rules. In particular, no Option may be granted within the period commencing one month immediately preceding the earlier of: (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half year, quarterly or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the Company to publish an announcement of its results for any year, half year, quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement.

(w) Grant of Options to connected persons

Where any grant of options is proposed to be made to a Participant who is a director, chief executive or substantial shareholder of the Company, or any of their respective associates, such grant must first be approved by all the independent non-executive Directors (excluding any independent non-executive Director who is the proposed grantee of the Options). If the grant of Options is to be made to a Participant who is a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, which would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person under the 2013 Share Option Scheme and any other scheme(s) of the Company in the 12-month period up to and including the proposed date of the grant (subject to acceptance) of the Options: (i) representing in aggregate over 0.l% of the number of Shares then in issue; and (ii) having an aggregate value, based on the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets on each relevant date

– 30 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

of the grant (subject to acceptance) of the Options, in excess of HK$5 million, then such grant of Options must first be approved by the Shareholders in general meeting, with all the connected persons of the Company abstaining from voting on the proposed grant (except that any such connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular required to be issued pursuant to the Listing Rules). Any vote taken at the meeting to approve the proposed grant of such Options must be taken by poll. The circular to be issued by the Company to the Shareholders referred to above shall contain the following information: (a) the details of the number and terms (including the exercise price) of the Options to be granted to each selected Participant which must be fixed before the Shareholders’ meeting and the date of Board meeting for proposing such further grant shall be taken as the Grant Date for the purpose of calculating the exercise price of such Options; (b) a recommendation from the independent non-executive directors (excluding any independent non-executive Director who is the Grantee of the Options) to the independent Shareholders as to voting; (c) the information required under Rule 17.02(2)(c) and (d) and the disclaimer required under Rule 17.02(4) of the Listing Rules; and (d) the information required under Rule 2.17 of the Listing Rules.

Parties that are required to abstain from voting in favour at the general meeting referred to above may vote against the resolution at the general meeting of the Company provided that their intention to do so has been stated in the circular to the Shareholders. Any such party may change his mind as to whether to abstain or vote against the resolution, in which case the Company must, if it becomes aware of the change before the date of the general meeting, immediately despatch a circular to the Shareholders or publish an announcement in the newspapers notifying the Shareholders of the change and, if known, the reason for such change. Where the circular is despatched or the announcement is published less than 10 business days before the date originally scheduled for the general meeting, the meeting must be adjourned before considering the relevant resolution to a date that is at least 10 business days from the date of despatch or publication by the chairman or, if that is not permitted by the Articles, by resolution to that effect. In addition, any proposed change in the terms of Options granted to a Participant who is a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, must first be approved by the Shareholders in general meeting on a similar basis (as to abstention and voting by poll) as stated above.

– 31 –

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 28th November 2013, Thursday at 2 p.m. 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 12 noon on that day, at the same time and place on the second Business Day (as defined in Note (a) below) after 28th November 2013 or any adjournment (the “AGM”) for the following purposes:

To receive and consider the audited consolidated financial statements of the Company, the reports 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 2013.
To re-elect the retiring Directors, namely Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing and Mr. Lam Kit Sun as executive Directors; Mr. Lam Wing Tai as independent non-executive Director, and to authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.
To re-appoint the Auditor and to authorize the Board to fix the remuneration of the Auditor.

for identification purpose only

– 32 –

AGM NOTICE

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;
(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

– 33 –

AGM NOTICE

(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
- (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.”

– 34 –

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.”

– 35 –

AGM NOTICE

(c) “ THAT conditional upon resolution 4(a) and resolution 4(b) as set out in this notice of the AGM dated 31st October 2013 (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.”
(d) “ THAT subject to and conditional upon:
(i) the passing by the Shareholders in a general meeting of an ordinary resolution to approve the adoption of the new share option scheme of the Company (the “2013 Share Option Scheme”) in the form submitted to this meeting and for the purpose of identification initialled by the Chairman of this meeting and marked “A”; and
(ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, on the Stock Exchange any Shares which may fall to be allotted and issued pursuant to the exercise of any option that may be granted under the 2013 Share Option Scheme,

the rules of the 2013 Share Option Scheme be and are hereby approved and adopted and that the Directors be and they are hereby authorised to:

(aa) administer the 2013 Share Option Scheme under which the options under the 2013 Share Option Scheme will be granted to eligible participants under the 2013 Share Option Scheme to subscribe for Shares;
(bb) modify and/or amend the rules of the 2013 Share Option Scheme from time to time subject to the provisions of such rules;
(cc) allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options that may be granted under the 2013 Share Option Scheme; and

– 36 –

AGM NOTICE

(dd) to make application at the appropriate time to the Stock Exchange, and any other stock exchange upon which the Shares may for the time being be listed, for the listing of, and permission to deal in, the Shares which may thereafter from time to time be allotted and issued pursuant to the exercise of the options that may be granted under the 2013 Share Option Scheme.”

By order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 31st October 2013

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 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 12 noon on 28th November 2013, 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 28th November 2013 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 2013 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, Mr. Hung Cho Sing, Mr. Yeung Kim Piu, and Mr. Lam Kit Sun as executive Directors and Mr. Ng Kwok Tung, Dr. Leung Shiu Ki, Albert, Mr. Ma Chun Fung, Horace and Mr. Lam Wing Tai as independent non-executive Directors.

– 37 –

AI assistant

Sinopec Engineering Group Co Ltd. — AGM Information 2013

14896_rns_2013-10-31_73f26369-052c-4a40-ba51-5168273bdafe.pdf

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

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES ADOPTION OF 2013 SHARE OPTION SCHEME

AND NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

(Stock Code: 1046)

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES ADOPTION OF 2013 SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

LETTER FROM THE BOARD

3. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

LETTER FROM THE BOARD

4. ADOPTION OF THE 2013 SHARE OPTION SCHEME

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

5. AGM

LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

7. RECOMMENDATIONS

8. GENERAL

Mr. Lam Shiu Ming, Daneil, Executive Director

Mr. Hung Cho Sing, Executive Director

Mr. Lam Kit Sun, Executive Director

Mr. Lam Wing Tai, Independent Non-Executive Director

1. SHARE CAPITAL

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASES

4. SHARE PRICES

5. GENERAL

Long positions in Shares

APPENDIX III

2013 SHARE OPTION SCHEME

(a) Purpose

(b) Who may join

(c) Payment on acceptance of Option

APPENDIX III

(d) Subscription price

(e) Maximum number of Shares

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

(f) Maximum entitlement of each Participant

APPENDIX III

(g) Exercise of Option

(h) Rights are personal to grantee

(i) Rights on ceasing employment or other engagement

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

(j) Rights on death, ill health, disability or insanity

(k) Rights on takeover

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

(l) Rights on winding up

(m) Rights on compromise or arrangement

(n) Effects of alterations to capital

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF 2013 SHARE OPTION SCHEME

(o) Lapse of Options

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF

2013 SHARE OPTION SCHEME

(p) Ranking and voting rights of Shares

(q) Cancellation of Options

APPENDIX III

(r) Alteration to the 2013 Share Option Scheme

(s) Termination of the 2013 Share Option Scheme

(t) Period of the 2013 Share Option Scheme

APPENDIX III

(u) Conditions

(v) Restrictions on the timing of grant of Option

(w) Grant of Options to connected persons

APPENDIX III

Sinopec Engineering Group Co Ltd. AGM Information 2013