Sinopec Engineering Group Co Ltd. — AGM Information 2015

Oct 28, 2015

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 AMENDMENT TO THE SHARE OPTION SCHEME REFRESHMENT OF THE 10 PER CENT LIMIT UNDER THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on 30th November 2015, Monday at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day, at the same time and place on the second Business Day after 30th November 2015 or any adjournment thereof, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages 22 to 27 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.

29th October 2015

• for identification purpose only

CONTENTS

		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	Proposed Re-election of the Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . .	7
3.	Proposed General Mandates to Issue and to Repurchase Shares . . . . . . . . . . . . .	8
4.	Proposed Amendment to the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . .	9
5.	Proposed Refreshment of the 10% Scheme Limit . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
8.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
9.	General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix I	– Biographical Details of the Retiring Directors. . . . . . . . . . . . . . . . . .	14
Appendix II	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
AGM Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22

– i –

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on 30th November 2015, Monday at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day, at the same time and place on the second Business Day after 30th November 2015 or any adjournment thereof

“AGM Notice”

notice convening the AGM as set out on pages 22 to 27 of this circular

“associates”

has the meaning ascribed thereto under the Listing Rules

“Board”

board of Directors or a duly authorized 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

– 1 –

DEFINITIONS

“Capital Reorganisation”

• the reorganisation of the share capital of the Company involving (a) the consolidation of every 10 issued and unissued Pre-consolidated Shares of HK$0.02 each in the share capital of the Company into 1 consolidated share of HK$0.20 in the share capital of the Company (“Consolidated Share” and “Consolidated Shares” shall be construed accordingly); (b) the reduction of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.19 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.20 to HK$0.01; and (c) the sub-division of each of the authorized but unissued Consolidated Shares of HK$0.20 each into 20 Shares of HK$0.01 each, as more particularly set out in the circular of the Company dated 18 February 2015, which became effective on 17 March 2015

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Company” Universe International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange

• “Director(s)” director(s) of the Company for the time being and from time to time

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “General Mandates”

• the Share Issue Mandate and the Share Repurchase Mandate

• “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

– 2 –

DEFINITIONS

• “Invested Entity”

• any entity in which the Group holds any equity interests

• “Latest Practicable Date”

• 26th October 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “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 Share Option Scheme

• “Ordinary Resolution(s)”

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

• “Outstanding Options”

has the meaning ascribed thereto under the paragraph headed “Proposed Refreshment of the 10% Scheme Limit” in the section headed “Letter from the Board” of this circular

• “Participant”

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 Share Option Scheme

• “Pre-consolidated Shares”

ordinary shares of HK$0.02 each in the share capital of the Company before the Capital Reorganisation became effective on 17th March 2015

• “Rights Issue”

the issue by way of rights of new Shares as set out in the circular of the Company dated 24 July 2015 and completed on 13th August 2015

– 3 –

DEFINITIONS

“Rights Issue Circular”

the circular of the Company dated 24 July 2015 in respect of the Rights Issue issued to the Shareholders

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

• “Shares” ordinary shares of HK$0.01 each in the share capital of the Company after the Capital Reorganisation became effective on 17th March 2015 and “Share” shall be construed accordingly

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

• “Share Option Scheme” the share option scheme currently in force and approved and adopted by the Company on 2nd December 2013

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

• “Shareholder(s)”

• holder(s) of Shares

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Subsidiary”

• a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance) of the Company and “Subsidiaries” shall be construed accordingly

• “Takeovers Code”

• the Hong Kong Code on Takeovers and Mergers

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

– 4 –

DEFINITIONS

• “10% Scheme Limit”

the maximum number of Shares which may be issued upon the exercise of all options granted or to be granted under the Share Option Scheme and all other share option scheme(s) of the Company, being 10% of the total number of Shares in issue as at 2nd December 2013 (i.e. the date of approval and adoption of the Share Option Scheme), which may be refreshed subject to the terms of the Share Option Scheme

“10% Scheme Limit of 2014” has the meaning ascribed thereto under the paragraph headed “Proposed Refreshment of the 10% Scheme Limit” in the section headed “Letter from the Board” of this circular

• “%”

per cent.

– 5 –

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

Non-executive Director: Mr. Chan Shiu Kwong, Stephen

Independent Non-executive Directors: Mr. Lam Chi Keung Mr. Choi Wing Koon Mr. Lam Wing Tai

Head office and principal place of business in Hong Kong: 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories, Hong Kong 29th October 2015

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES AMENDMENT TO THE SHARE OPTION SCHEME REFRESHMENT OF THE 10 PER CENT LIMIT UNDER THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and the information regarding the Ordinary Resolutions that will be proposed at the AGM for the Shareholders to consider and, if thought fit, to (a) re-elect the retiring Directors; (b) grant the General Mandates and the extension of the Share Issue Mandate to the Directors; (c) amend the Share Option Scheme; and (d) refresh the 10% Scheme Limit.

• for identification purpose only

– 6 –

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. Chan Shiu Kwong, Stephen, Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tai.

According to Bye-Laws 87(1) and 87(2), at each annual general meeting of the Company, not less than one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The retiring Director(s) shall be eligible for re-election.

Pursuant to Bye-Laws 87(1) and 87 (2), Mr. Yeung Kim Piu, Mr. Lam Kit Sun and Mr. Lam Chi Keung, shall retire from office by rotation at the AGM. Mr. Lam Kit Sun and Mr. Lam Chi Keung, being eligible, will offer themselves for re-election at the AGM.

Mr. Yeung Kim Piu will not offer himself for re-election as executive Director and will remain as the general manager (artiste management division) of the Company. Mr. Yeung Kim Piu confirmed that he had no claims whatsoever against the Company for fees, compensation for loss of office, remuneration, severance payments, pension, expenses or otherwise and he had no disagreement with the Board and there are no matters relating to his retirement that need to be brought to the attention of the Shareholders or the Stock Exchange.

On 1 March 2015, Mr. Chan Shiu Kwong, Stephen was appointed as an additional nonexecutive Director. Pursuant to Bye-Law 86(2), Mr. Chan Shiu Kwong, Stephen shall retire from office and, being eligible, will offer himself for re-election at the AGM.

Bye-Law 88 provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless a notice in writing signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election as a Director and also a notice in writing by that person of his willingness to be elected shall be lodged at the principal place of business of the Company in Hong Kong or the Company’s share registrar in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong provided that the minimum length of the period, during which such notice(s) are given, shall be at least 7 days and that (if the notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.

– 7 –

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 17th November 2014, resolutions were passed granting the Directors a general mandate to allot, issue or deal with additional Pre-consolidated Shares up to a maximum of 20% of the aggregate nominal amount of the issued Pre-consolidated 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 Pre-consolidated Shares at the date of such meeting. The general mandate to allot, issue and deal with Pre-consolidated Shares was extended by an amount representing the aggregate nominal amount of the Preconsolidated 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.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,481,490,921 Shares. Subject to the passing of the resolution granting the Share Issue Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue a maximum of 296,298,184 Shares.

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

– 8 –

LETTER FROM THE BOARD

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

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

4. PROPOSED AMENDMENT TO THE SHARE OPTION SCHEME

The Share Option Scheme was approved and adopted by the Shareholders on 2nd December 2013 where the definition of share(s) of the Company therein means “ordinary shares of HK$0.02 each in the capital of the Company”. As the nominal value of each share of the Company has been changed from HK$0.02 to HK$0.01 after the Capital Reorganisation, the Directors consider that it is expedient for the definition of shares of the Company as set out in the Share Option Scheme to be changed to mean “ordinary shares of HK$0.01 each (or such other nominal amount of such shares from time to time) in the capital of the Company”. Apart from the proposed amendment, all other existing terms and conditions of the Share Option Scheme will remain unchanged.

5. PROPOSED REFRESHMENT OF THE 10% SCHEME LIMIT

Pursuant to the Share Option Scheme, the maximum number of ordinary shares in the capital of the Company which may be issued upon the exercise of all options granted or to be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed the 10% Scheme Limit. The Company may refresh the 10% Scheme Limit by an ordinary resolution of the Shareholders at general meeting provided that the 10% Scheme Limit so refreshed shall not exceed 10% of the total number of issued ordinary shares in the capital of the Company as at the date of Shareholders’ approval of the refreshment of the 10% Scheme Limit. Options previously granted under the Share Option Scheme or any other share option scheme(s) of the Company (including options outstanding, cancelled, or lapsed or exercised in accordance with the relevant scheme rules) shall not be counted for the purpose of calculating the limit as refreshed. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force as at the Latest Practicable Date.

– 9 –

LETTER FROM THE BOARD

Notwithstanding the foregoing, the maximum number of ordinary shares in the capital of the Company which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of ordinary shares in the capital of the Company in issue from time to time. As at 2nd December 2013 (being the date of the adoption of the Share Option Scheme), the 10% Scheme Limit was 171,604,979 Pre-consolidated Shares.

On 21st July 2014, the Directors granted a total of 171,604,000 Options under the Share Option Scheme to subscribe for an aggregate of 171,604,000 Pre-consolidated Shares representing 99.9994% of the then 10% Scheme Limit. As a result of the Capital Reorganisation, adjustments have been made and the said outstanding 171,604,000 Options became 17,160,400 Options conferring holders thereof to subscribe for up to a total of 17,160,400 Shares, out of which 2,072,000 Options were lapsed in April 2015 and 15,088,400 remained unexercised and outstanding. Further, as a result of the Rights Issue, further adjustments have been made and the said outstanding 15,088,400 Options have become 24,348,782 Options conferring holders thereof to subscribe for up to a total of 24,348,782 Shares. As at the Latest Practicable Date, all 24,348,782 Options remained outstanding and none of such Options were cancelled or lapsed.

On 17 November 2014, the Company refreshed the then 10% Scheme Limit whereby the Directors were authorised to grant Options to Participants conferring on them the right to subscribe for a total of up to 207,208,807 Pre-consolidated Shares (“10% Scheme Limit of 2014”). As a result of the Capital Reorganisation, the 10% Scheme Limit of 2014 has become 20,720,880 Shares. On 30th September 2015, the Directors granted a total of 20,720,880 Options under the Share Option Scheme conferring on the Participants to subscribe for an aggregate of 20,720,880 Shares representing 100% of the 10% Scheme Limit of 2014. As at the Latest Practicable Date, all 20,720,880 Options remained outstanding and none of such Options were cancelled, lapsed or exercised. As such, unless the 10% Scheme Limit is refreshed, the Directors may not be able to grant any further Options under the Share Option Scheme. Hence, at the AGM, an Ordinary Resolution will be proposed to refresh the 10% Scheme Limit and to seek the Shareholders’ approval in relation thereto so that the Share Option Scheme may continue to serve its intended purpose for the benefit of the Group.

– 10 –

LETTER FROM THE BOARD

On the basis of 1,481,490,921 Shares in issue as at the Latest Practicable Date, and assuming there is no further issue or repurchase of Shares prior to the AGM; and the refreshment of the 10% Scheme Limit is approved by the Shareholders at the AGM; and taking into account the outstanding 45,069,662 Options granted under the Share Option Scheme to subscribe for up to a total of 45,069,662 Shares (the “Outstanding Options”), the Company may grant Options to Participants conferring on them right to subscribe for a total of up to 148,149,092 Shares which, when aggregated with 45,069,662 Shares that may be issued under the Outstanding Options (amounting to 193,218,754 Shares which represents approximately 13.0% of the total number of Shares in issue as at the Latest Practicable Date), is within the said limit of 30% of the total number of Shares in issue from time to time as required under the Share Option Scheme.

The Company believes the proposed refreshment of the 10% Scheme Limit at the AGM would allow the Company to achieve the purpose of the Share Option Scheme which is to provide incentives and/or rewards to Participants for their contributions to the Group and/or any Invested Entity (if applicable). The Directors consider that the proposed refreshment of the 10% Scheme Limit is in the interests of the Company and the Shareholders as a whole as it provides the Company with more flexibility in providing incentives to those Participants by way of granting of Options.

The proposed refreshment of the 10% Scheme Limit is conditional upon:

• (a) the passing of the relevant Ordinary Resolution by the Shareholders at the AGM to approve the proposed refreshment of the 10% Scheme Limit; and

• (b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, on the Stock Exchange, the Shares (representing 10% of the total number of Shares in issue as at the date of the AGM approving the proposed refreshment of the 10% Scheme Limit) which fall to be issued by the Company pursuant to the exercise of Options that may be granted under the Share Option Scheme.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares representing 10% of the total number of Shares in issue as at the date of the AGM approving the proposed refreshment of the 10% Scheme Limit, being 148,149,092 Shares, which fall to be issued pursuant to the exercise of Options that may be granted under the proposed refreshed 10% Scheme Limit.

– 11 –

LETTER FROM THE BOARD

6. AGM

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

• (a) re-elect Mr. Lam Kit Sun as executive Director;

• (b) re-elect Mr. Chan Shiu Kwong, Stephen as non-executive Director;

• (c) re-elect Mr. Lam Chi Keung as independent non-executive executive Director;

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

• (e) grant the Share Repurchase Mandate to the Directors;

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

• (g) amend the Share Option Scheme; and

• (h) refresh the 10% Scheme Limit.

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 authorized), 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.

– 12 –

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.

7. 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.

8. RECOMMENDATIONS

The Directors believe that the proposed re-election of the retiring Directors; granting of the General Mandates; extension of the Share Issue Mandate; amendment to the Share Option Scheme and refreshment of the 10% Scheme Limit, 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.

9. GENERAL

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

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

– 13 –

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 Kit Sun, Executive Director

Mr. LAM Kit Sun, aged 38, is the executive director, 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. 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 (“ACCA”), an associate of The Hong Kong Institute of Chartered Secretaries and a non-practicing member of the Chinese Institute of Certified Public Accountants. Currently, Mr. Lam is the non-executive director of Kiu Hung International Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange; Mr. Lam was an independent non-executive director of DX.com Holdings Limited, the shares of which are listed on GEM, from August 2013 to January 2015, an independent non-executive director of Get Holdings Limited, the shares of which are listed on GEM, from October 2013 to April 2015 and was also the Chief Financial Officer and Company Secretary of Finsoft Financial Investment Holdings Limited, the shares of which are listed on GEM, from September 2013 to January 2015. Mr. Lam joined the Group in August 2013. As at the Latest Practicable Date, Mr. Lam is personally interested in 3,343,673 Options with a right to subscribe for 3,343,673 Shares. As at the Latest Practicable Date, Mr. Lam is a director of certain Subsidiaries, namely Fragrant River Entertainment Culture (Holdings) Limited, Weluck Development Limited, Fragrant River Finance Group Limited, Universe Asia Finance Limited, Fragrant River Asia Investment Limited, Fragrant River Culture Investment Limited, Valiant Power Holdings Limited, Colourful International Culture Entertainment Investment Holdings Limited, Urban King Holdings Limited, Fragrant River Entertainment Investment Limited, Great Harbour Enterprises Limited, Cheer Luck Investments Limited, Gold Summit International Limited, Round Table Performance Entertainment Limited, Rising Fame International Limited, Rising Fame Investment Limited, Precise Reach Group Limited and Ample China Development Limited. He is also a director of Topworld Victory Limited, a joint venture company of the Group and a director of Glory International Entertainment Limited, an associated company of the Group.

As at the Latest Practicable Date, save as disclosed above, Mr. Lam: (1) had not previously held any position with the Company or any of its Subsidiaries; (2) had not had any other directorships in any listed public companies in the last three years; (3) was 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 (4) did not have any interest in the Shares within the meaning of Part XV of the SFO.

– 14 –

APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

Pursuant to an employment contract dated 29th July 2013 entered into between the Company and Mr. Lam in relation to Mr. Lam’s employment as chief financial officer and company secretary and a further salary review letter dated 20th April 2015, the remuneration of Mr. Lam is HK$90,000 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. Lam for his additional role as an executive Director. The remuneration of Mr. Lam was determined with reference to the prevailing market conditions, the working experience, the background and the role and responsibilities of Mr. Lam. Other than the said employment contract, the Company has not entered into any service contract with Mr. Lam in relation to his role as an executive Director.

Save as disclosed above and in the circular of the Company to the Shareholders dated 29th October 2015 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. 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 Rule 13.51(2) of the Listing Rules.

Mr. Chan Shiu Kwong, Stephen, Non-Executive Director

Mr. CHAN Shiu Kwong, Stephen, aged 59, holds a Master degree in Professional Accounting from Hong Kong Polytechnic University and a Bachelor of Commerce Accounting from Curtin University of Australia. He is currently a Fellow member of HKICPA and Fellow member of Certified Public Accountant Australia; Fellow member of the Institute of Chartered Secretaries and Administrators, Fellow member of the Hong Kong Institute of Chartered Secretaries and affiliated member of American Society of Appraisers. He has completed a certificate course in People’s Republic of China (“PRC”) accounting and PRC tax law from Chinese University of Hong Kong. Currently, he is also a member of The Association of Hong Kong Professionals and Hong Kong and Kowloon Chiu Chow Public Association. Mr. Chan has over 25 years of experience in property development, manufacturing, travel and gaming related industries. He has worked for various multinational organisations and Hong Kong listed companies and is equipped with profound experience in merger and acquisition transactions, treasury, strategies and risk management, corporate finance, accounting, tax planning and company secretary practice. Since 20th April 2005 and 27th August 2012, Mr. Chan has been appointed as an executive director and company secretary of Neptune Group Limited (stock code: 00070), a company whose shares are listed on the Main Board of the Stock Exchange. Mr. Chan is also an independent non-executive director of China Jicheng Holdings Limited (stock code: 01027), a company whose shares are listed on the Main Board of the Stock Exchange. Mr. Chan is currently the director of various subsidiaries of the Company, namely, Universe Asia Finance Limited, Rising Fame International Limited and Rising Fame Investment Limited, Fragrant River Entertainment Culture (Holdings) Limited and Fragrant River Finance Group Limited. Mr. Chan joined the Group in March 2015.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

As at the Latest Practicable Date, save as disclosed above, Mr. Chan: (1) had not previously held any position with the Company or any of its Subsidiaries; (2) had not previously held any other major appointment or directorship in other listed company in the last three years; (3) was not connected 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 under the Listing Rules) of the Company; and (4) did not have any interest in any Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter dated 27th February 2015 entered into between Mr. Chan and the Company and a further salary review letter dated 15th June 2015, Mr. Chan will be appointed for a fixed term for three years from 1 March 2015. His appointment is subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Bye-Laws. Mr. Chan is entitled to an annual director’s fee of HK$180,000 which was 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 29th October 2015 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. Chan that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules.

Mr. Lam Chi Keung, Independent Non-Executive Director

Mr. LAM Chi Keung, aged 45, is currently the executive director of Sino Haijing Holdings Limited (stock code: 1106) and the chief financial officer and company secretary of Co-Prosperity Holdings Limited (stock code: 707), the shares of which are listed on the Main Board of the Stock Exchange. He is the independent non-executive director of Convoy Financial Holdings Limited (stock code: 1019) whose shares are listed on the Main Board of the Stock Exchange. He was the group financial controller and company secretary of Ngai Shun Holdings Limited from January 2014 to October 2014 whose shares are listed on the Main Board of the Stock Exchange. Mr. CK Lam holds a bachelor’s degree of science in accounting awarded by Brigham Young UniversityHawaii in 1996. Mr. CK Lam also obtained a master’s degree of science in e-Commerce from The Chinese University of Hong Kong in 2002. Mr. CK Lam is a fellow of the HKICPA, a holder of the specialist designation in insolvency of the HKICPA and a member of the American Institute of Certified Public Accountants. Mr. CK Lam has around 17 years of experience in accounting and corporate finance. He joined the Group in December 2013.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX I

Mr. CK Lam was also appointed as the chairman of the Nomination Committee and a member of each of the Audit Committee and the Remuneration Committee.

As at the Latest Practicable Date, save as disclosed above, Mr. CK Lam: (a) had not previously held any position with the Company or any of its Subsidiaries; (b) had not had any other directorships in any listed public companies in the last three years; (c) was 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) did not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter entered into between Mr. CK Lam and the Company, Mr. CK Lam was appointed for a fixed term for three years from 4 December 2013. Mr. CK Lam’s appointment shall be subject to retirement by rotation and re-election at general meeting of the Company in accordance with the bye-laws of the Company. Mr. CK Lam is entitled to an annual director’s fee of HK$130,000 which was determined with reference to their 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 29th October 2015 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. CK 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 Rule 13.51(2) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

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

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,481,490,921 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 following the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 148,149,092 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 2015) 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.

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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	Per Share
	Highest	Lowest
Month	trading price	trading price
	HK$	HK$
2014
October	0.568*	0.481*
November	0.618*	0.491*
December	0.571*	0.475*
2015
January	0.518*	0.445*
February	0.445*	0.331*
March	0.425*	0.285*
April	0.438*	0.280*
May	0.458*	0.351*
June	0.505*	0.368*
July	0.530*	0.231*
August	0.250*	0.122*
September	0.192	0.130
October (up to and including
the Latest Practicable Date)	0.255	0.162

• The Prices of the Shares have been adjusted due to the effects of the Capital Reorganisation and the Rights Issue.

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close 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.

– 19 –

EXPLANATORY STATEMENT

APPENDIX II

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

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

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:

			Subtotal	Approximate
		Number of Share	Number of Shares	percentage of
		and underlying	and underlying	the total issued
		shares of the	shares of the	share capital of
Name	Capacity	Company held	Company held	the Company
		(Note c)	(Note c)
Mr. Ng Tang (Note a)	Beneficial owner	10,313,162 (L)
	Interest of a controlled	134,816,626 (L)	145,129,788 (L)	9.8%
	corporation
Victor Meg Limited (Note a)	Beneficial owner	134,816,626 (L)	134,816,626 (L)	9.1%
Ever Robust Holdings Limited	Beneficial owner	135,892,815 (L)	135,892,815 (L)	9.17%
(Note b)
China Mobile Games and	Interest of a controlled	135,892,815 (L)	135,892,815 (L)	9.17%
Culture Investment Limited	corporation
(Note b)

Notes:

• (a) Victor Meg Limited is held as to 40% by Mr. Ng Tang and Mr. Ng Tang is deemed to be interested in the 134,816,626 underlying shares of the Company held by Victor Meg Limited. Other than the underlying shares of the Company held by Victor Meg Limited, Mr. Ng Tang holds 10,313,162 underlying shares of the Company as beneficial owner. The underlying shares of the Company owned by Victor Meg Limited and Mr. Ng represent the maximum number of conversion shares that may be allotted and issued to each of them pursuant to the exercise of the conversion rights attached to the Consideration Convertible Notes (as defined in the Rights Issue Circular) in accordance with the terms and conditions thereof.

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EXPLANATORY STATEMENT

APPENDIX II

• (b) As the entire issued share capital of Ever Robust Holdings Limited is held by China Mobile Games and Culture Investment Limited, China Mobile Games and Culture Investment Limited is deemed to be interested in all the 135,892,815 Shares held by Ever Robust Holdings Limited.

• (c) “L” denotes a long position whilst “S” denotes a short position.

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

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

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the Latest Practicable Date.

– 21 –

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 30th November 2015, Monday at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day, at the same time and place on the second Business Day (as defined in Note (1) below) after 30th November 2015 or any adjournment (the “AGM”) for the following purposes:

ORDINARY BUSINESS

1. 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 2015.

2. To re-elect the retiring Directors, namely Mr. Lam Kit Sun as executive Directors; and Mr. Chan Shiu Kwong, Stephen as non-executive Director; and Mr. Lam Chi Keung as independent non-executive Director, and to authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

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

• for identification purpose only

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AGM NOTICE

SPECIAL BUSINESS

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

2. (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$0.01 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 authorizations given to the Directors and shall authorize 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

– 23 –

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 and/or other eligible persons of rights to acquire Shares.”

– 24 –

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.”

– 25 –

AGM NOTICE

• (c) “ THAT conditional upon resolution 4(a) and resolution 4(b) as set out in this notice of the AGM dated 29th October 2015 (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 the Company’s share option scheme approved and adopted on 2nd December 2013 (the “Share Option Scheme”) shall be amended by deleting the definition of “Share(s)” in Clause 1.1 of the Share Option Scheme in its entirety and substituting therefor the following:

• “Share(s) ordinary shares of HK$0.01 each (or such other nominal amount of such shares from time to time) in the capital of the Company;”,

and that the Directors be and are hereby authorised to do all such acts or things and to execute and enter into all documents and arrangements as may be necessary or expedient for the purpose of, or in connection with, the implementation of the amendment to the Share Option Scheme.”

• (e) “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Shares representing 10 per cent of the total number of Shares in issue as at the date of passing of this resolution (the “Refreshed 10% Scheme Limit”) which fall to be issued pursuant to the exercise of options that may be granted under the Share Option Scheme, the refreshment of the existing 10% scheme limit in respect of the grant of options to subscribe for Shares under the Share Option Scheme be and is hereby approved provided that the total number of Shares which may be allotted or issued pursuant to the grant or exercise of options under the Share Option Scheme and any other share option schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed the Refreshed 10% Scheme Limit and the Directors be and are hereby authorized to grant options under the Share Option Scheme up to the Refreshed 10% Scheme Limit, to exercise all powers of the Company to allot, issue and deal with Shares pursuant to the exercise of

– 26 –

AGM NOTICE

such options granted under the Share Option Scheme up to the Refreshed 10% Scheme Limit and to do such acts and execute such documents for or incidental to such purpose.”

By order of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman

Hong Kong, 29th October 2015

Notes:

• (1) Business Day means any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on that day and on which banks in Hong Kong are generally open for business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 10:00 a.m. on 30th November 2015, 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 30th November 2015 or any adjournment thereof.

• (2) 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.

• (3) 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.

• (4) 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.

• (5) 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 29th October 2015 to the Shareholders of which this notice forms part.

• (6) 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.

• (7) 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, Mr. Chan Shiu Kwong, Stephen as non-executive Director and Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tai as independent non-executive Directors.

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