Sinopec Engineering Group Co Ltd. — AGM Information 2018

Nov 20, 2018

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 Entertainment and Culture Group Company 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.

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UNIVERSE ENTERTAINMENT AND CULTURE GROUP COMPANY LIMITED 寰宇娛樂文化集團有限公司

( formerly known as Universe International Financial Holdings Limited 寰宇國際金融控股有限公司 )

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PROPOSALS FOR

RE-ELECTION OF THE RETIRING DIRECTORS

AND GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

AND

REFRESHMENT OF THE 10 PER CENT LIMIT UNDER THE SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover shall have the same meanings as those defined in this circular.

A notice convening the AGM to be held at 12:00 noon on Friday, 21st December 2018 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong 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 21st December 2018 or any adjournment thereof, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages 18 to 22 of this circular. Whether or not you propose to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. 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 previously submitted shall be deemed to be revoked.

21st November 2018

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of the Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed General Mandates to Issue and to Repurchase Shares . . . . . . . . . . . . . .	5
4.	Proposed Refreshment of the 10% Scheme Limit . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	– Biographical Details of the Retiring Directors. . . . . . . . . . . . . . . . . . . . .	11
Appendix II	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
AGM Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18

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DEFINITIONS

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

• “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, being 10% of the total number of Shares in issue as at 2nd December 2013 (i.e. the date of adoption of the Share Option Scheme), which may be refreshed subject to the terms of the Share Option Scheme

• “2017 AGM” the annual general meeting of the Company held on 21st December 2017

“AGM” the annual general meeting of the Company to be held at 12:00 noon on Friday, 21st December 2018 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong 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 21st December 2018 or any adjournment thereof

• “AGM Notice” notice convening the AGM as set out on pages 18 to 22 of this circular

• “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

• “close associates” has the meaning ascribed thereto under the Listing Rules

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

• “Company” Universe Entertainment and Culture Group Company Limited 寰宇 娛樂文化集團有限公司 (formerly known as Universe International Financial Holdings Limited 寰宇國際金融控股有限公司), 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

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DEFINITIONS

“GEM” the Growth Enterprise Market of the Stock Exchange “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 “Group” the Company and its Subsidiaries from time to time “HK$” Hong Kong dollars, the lawful currency of Hong Kong “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 interests “Latest Practicable Date” 16th November 2018, 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

“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

“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 and “Share” shall be construed accordingly

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DEFINITIONS

“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 total number of Shares 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 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 total number of Shares 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 “%” per cent.

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LETTER FROM THE BOARD

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UNIVERSE ENTERTAINMENT AND CULTURE GROUP COMPANY LIMITED 寰宇娛樂文化集團有限公司

( formerly known as Universe International Financial Holdings Limited 寰宇國際金融控股有限公司 )

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Executive Directors:

Mr. Lam Shiu Ming, Daneil (Chairman) Mr. Hung Cho Sing Mr. Lam Kit Sun

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

Independent Non-executive Directors:

Mr. Choi Wing Koon Mr. Lam Chi Keung Mr. Tang Yiu Wing Mr. Chong Ki Ming Mr. Wong Cheuk Wai, Jason

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

21st November 2018

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF THE RETIRING DIRECTORS AND

GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

AND

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; and (c) refresh the 10% Scheme Limit.

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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. Lam Kit Sun, Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai, Jason.

Pursuant to Bye-Law 87(1) and Bye-Law 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. Accordingly, Mr. Lam Shiu Ming, Daneil and Mr. Lam Kit Sun shall retire from office by rotation at the AGM. Mr. Lam Shiu Ming, Daneil and Mr. Lam Kit Sun, being eligible, will offer themselves for re-election at the AGM.

On 21st December 2017, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai, Jason were appointed as additional independent non-executive Directors to the Board. Pursuant to Bye-Law 86(2), Mr. Chong Ki Ming and Mr. Wong Cheuk Wai, Jason 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 branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, 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.

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

Ordinary resolutions proposed at the 2017 AGM to repurchase Shares on the Stock Exchange of up to 10% of the then total number of issued Shares on the date of passing such resolution (the “ 2017 Repurchased Mandate ”) and to extend the Proposed 2017 General Mandate (as defined below) by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the 2017 Repurchase Mandate were approved by the Shareholders. However, an ordinary resolution proposed at the 2017 AGM to approve the grant of new general mandate to the Directors to allot, issue or deal with Shares up to 20% of the total number of the then issued Shares (the “ Proposed 2017 General Mandate ”) was not approved by the Shareholders. For details, please refer to the announcement of the Company dated 21st December 2017.

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LETTER FROM THE BOARD

Ordinary Resolutions will be proposed at the AGM providing that the Directors be granted 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 total number of Shares in issue 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 906,632,276 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 90,663,227 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

• (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 REFRESHMENT OF THE 10% SCHEME LIMIT

Pursuant to the Share Option Scheme, 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 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 Shares 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.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of Shares in issue from time to time.

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LETTER FROM THE BOARD

The Company may seek approval from the Shareholders in general meeting for refreshing the 10% Scheme Limit so that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group shall be reset at 10% of the total number of the Shares in issue as at the date of approval of the limit as “refreshed”. In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% Scheme Limit as “refreshed”.

The Company adopted the Share Option Scheme on 2nd December 2013. Subsequent to the adoption of the Share Option Scheme, the 10% Scheme Limit was refreshed on at the annual general meetings on 17th November 2014 (the “ 2014 Refreshment ”), 30th November 2015 (the “ 2015 Refreshment ”) and 30th November 2016. For further details of the aforesaid refreshments, please refer to the Company’s circulars dated 16th October 2014, 28th October 2015 and 30th October 2016. Save as disclosed, the Company has no other share option scheme currently in force. An ordinary resolution proposed at the 2017 AGM to refresh the 10% Scheme Limit was not approved by the Shareholders.

The existing 10% Scheme Limit is 53,332,227 Shares, being 10% of the total number of the shares of the Company in issue as at 30th November 2016 (i.e. the date of the annual general meeting of the Company at which the refreshment of the existing 10% Scheme Limit was approved by the Shareholders).

During the period from 30th November 2016, being the date when the 10% Scheme Limit was last refreshed, and up to the Latest Practicable Date, Options entitling the holders thereof to subscribe for an aggregate of 53,330,000 Shares, representing approximately 9.99% of the issued Share as at 30th November 2016, had been granted under the existing 10% Scheme Limit, among which all 53,330,000 Options had been exercised.

In addition, Options entitling the holders thereof to subscribe for 2,351,799 Shares granted under the 2014 Refreshment were lapsed on 29th September 2017; Options entitling the holders thereof to subscribe for 3,361,006 Shares granted under the 2015 Refreshment were lapsed in July 2017 and Options entitling the holders thereof to subscribe for 7,732,651 Shares granted under the 2015 Refreshment were lapsed on 3rd March 2018. Accordingly, there was no Option remained outstanding as at the Latest Practicable Date.

As disclosed above, the existing 10% Scheme Limit has been substantially utilised. If the 10% Scheme Limit is not refreshed, the Board can only grant further Options entitling the holders thereof to subscribe for less than approximately 0.001% of the total number of the issued Shares as at the Latest Practicable Date, under the existing 10% Scheme Limit.

The Directors consider that it is in the interests of the Company and the Shareholders as a whole to refresh the 10% Scheme Limit so as to provide the Company with greater flexibility in granting Options to eligible Participants under the Share Option Scheme and to provide such eligible Participants with incentive or rewards for their contributions to the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the AGM for “refreshing” the 10% Scheme Limit.

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LETTER FROM THE BOARD

Pursuant to the note to Rule 17.03(4) of the Listing Rules, unless approved by Shareholders in the manner set out in the note to Rule 17.03(4) of the Listing Rules, the total number of Shares issued and to be issued upon exercise of the Options granted to each Participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the total number of the Shares in issue. Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (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 total number of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such Participant and his close associates (or his associates if the Participant is a connected person) abstaining from voting.

On the basis of 906,632,276 Shares being in issue as at the Latest Practicable Date and assuming that the issued Shares will not change prior to the AGM, the total number of Shares which may be issued upon exercise of all Options that may be granted under the 10% Scheme Limit so refreshed is 90,663,227 Shares.

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

• (a) the passing of an 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, such number of Shares, representing 10% of the total number of the issued Shares as at the date of the AGM, which may fall to be allotted and issued pursuant to the exercise of the Options that may be granted under the Share Option Scheme within the 10% Scheme Limit so refreshed.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, on the Stock Exchange, such number of Shares, representing 10% of the total number of the issued Shares as at the date of the AGM, which may fall to be issued pursuant to the exercise of the Options to be granted under the Share Option Scheme within the 10% Scheme Limit so refreshed.

5. AGM

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

• (i) to receive and consider the audited consolidated financial statements of the Company, the report of the Directors and the report of Crowe (HK) CPA Limited, the independent auditor of the Company (the “ Auditor ”), for the year ended 30th June 2018;

• (ii) (a) re-elect Mr. Lam Shiu Ming, Daneil as executive Director;

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

• (c) re-elect Mr. Chong Ki Ming as independent non-executive executive Director;

• (d) re-elect Mr. Wong Cheuk Wai, Jason as independent non-executive executive Director;

• (e) authorise the Board to fix the Directors’ remuneration;

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LETTER FROM THE BOARD

• (iii) re-appoint the Auditor and to authorise the Board to fix the remuneration of the Auditor;

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

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

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

• (vii) refresh the 10% Scheme Limit.

Pursuant to 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 Bye-Laws, 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.

A proxy form is enclosed for your use at the AGM. You are requested to complete and return the proxy form to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

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LETTER FROM THE BOARD

7. RECOMMENDATIONS

The Directors believe that the granting of the General Mandates, the extension of the Share Issue Mandate and the 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 relevant ordinary resolutions at the AGM.

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 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 and Executive Director

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APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

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

Mr. Lam Shiu Ming, Daneil, Chairman and Executive Director

Mr. Lam Shiu Ming, Daneil (“ Mr. Daneil Lam ”), aged 57, 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 over 30 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. As at the Latest Practicable Date: (1) Mr. Daneil Lam was (a) personally interested in 200,860,000 Shares; (b) the sole shareholder of Pioneer Entertainment Group Limited which in turn is interested in 512,120,020 Shares; and (c) a discretionary object of a discretionary trust, the trustee of which is Central Core Resources Limited which owns the entire issued share capital of Globalcrest which in turn is interested in 33,546,853 Shares; (2) Mr. Daneil Lam was a director of certain Subsidiaries, namely Fragrant River Entertainment Culture (Holdings) Limited, Weluck Development Limited, Galaxy View Group Limited, Fragrant River Finance Group Limited, Fragrant River Asia Investment Limited, Great Harbour Enterprises Limited, Valiant Power Holdings Limited, Urban King Holdings Limited, Precise Reach Group Limited, Gold Summit International Limited, Rising Fame International Limited, China Jianxin Credit Services Limited, Universe International Holdings Limited, Universe Financial Communication Ltd, Fragrant River Entertainment Investment Limited, Win Fung Securities Limited, China Jianxin Corporate Finance Limited, Formex Financial Press Limited, Universe Watch and Jewellery Group Company Limited, Garona (HK) Limited, Garona International Limited, Garona Worldwide Limited, World Time (Asia) Limited, Wintson Asia Limited, Fine Ocean Limited, Wide Avenue Holdings Limited, Universe Matrix Films Investment Limited, Universe Laser & Video Co. Limited, Universe Management Services Limited, Universe Digital Entertainment Limited, Universe Films Distribution Company Limited, Unique Model Limited, 寰宇縱橫世紀電影發行(北京)有限公司, Universe Films Acquisition Limited, Universe Information & Entertainment Limited, Universe Entertainment Limited, Universe Pictures International Limited, Universe Industrial Development Limited, Universe (China) Development Limited, Globalink Advertising Limited, Century Creator Company Limited, Matrix Productions Company Limited, Universe International Technology Limited, Universe Artiste Management Limited, Films Station Production Limited, Elite Master Holding Limited, Universe Music Limited, Universe Intellectual Property Limited, Mutual Faith Investment Limited, Group Mega International Limited, Grant Talent Limited and Universe Films (Holdings) Limited; and (3) Mr. Daneil Lam was a member of each of the remuneration committee to the Board and nomination committee to the Board.

Pursuant to an employment contract dated 30th June 2017 entered into between the Company and Mr. Daneil Lam in relation to Mr. Daneil Lam’s employment as the Chairman and executive Director and a further salary review letter dated 5th January 2018, the remuneration of Mr. Daneil Lam is HK400,000 per month and he shall be entitled to a discretionary bonus as the Board may in its absolute discretion determine having regard to the performance of Mr. Daneil Lam and the operating results of the Group. The remuneration of Mr. Daneil Lam was determined with reference to the prevailing market conditions, the working experience, the background and the role and responsibilities of Mr. Daneil Lam. Other than the said employment contract, the Company has not entered into any service contract with Mr. Daneil Lam in relation to his role as an executive Director.

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APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

As at the Latest Practicable Date, save as disclosed above, Mr. Daneil 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; (4) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (5) had not entered into any service contract with the Group.

Save as disclosed above and in the circular of the Company to the Shareholders dated 21st November 2018 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. Lam Kit Sun, Executive Director

Mr Lam Kit Sun (“ Mr. KS Lam ”), aged 41, 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. KS Lam is a fellow and practicing member of the Hong Kong Institute of Certified Public Accountants, 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. Mr. KS Lam was the non-executive director of Kiu Hung International Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange from 1st August 2013 to 21st April 2016. Mr. KS Lam joined the Group in August 2013. As at the Latest Practicable Date, Mr KS Lam was personally interested in 5,920,000 Shares. As at the Latest Practicable Date, Mr KS Lam was a director of certain Subsidiaries, namely Fragrant River Entertainment Culture (Holdings) Limited, Weluck Development Limited, Galaxy View Group Limited, Fragrant River Finance Group Limited, Great Harbour Enterprises Limited, Valiant Power Holdings Limited, Urban King Holdings Limited, Precise Reach Group Limited, Gold Summit International Limited, Rising Fame International Limited, Honest Novel Holdings Limited, China Jianxin Credit Services Limited, Universe International Holdings Limited, Universe Financial Communication Ltd, Fragrant River Entertainment Investment Limited, Win Fung Securities Limited, Rising Fame Investment Limited, China Jianxin Corporate Finance Limited, Round Table Performance Entertainment Limited, Universe Watch and Jewellery Group Company Limited, Garona (HK) Limited, Garona International Limited, Garona Worldwide Limited, World Time (Asia) Limited, Wintson Asia Limited, China Jianxin Financial Services Limited, China Jianxin Precious Metal Company Limited, Wide Avenue Holdings Limited and Universe Matrix Films Investment Limited.

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APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

Pursuant to an employment contract dated 29th July 2013 entered into between the Company and Mr. KS Lam in relation to Mr. KS Lam’s employment as chief financial officer and company secretary and a further salary review letter dated 5th January 2018, the remuneration of Mr. KS Lam is HK$110,600 per month and he shall be entitled to a discretionary bonus as the Board may in its absolute discretion determine having regard to the performance of Mr. KS Lam and the operating results of the Group. The Company will not be required to pay any additional remuneration to Mr. KS Lam for his additional role as an executive Director. The remuneration of Mr. KS Lam was determined 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.

As at the Latest Practicable Date and save as disclosed above, Mr. KS 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; (4) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (5) had not entered into any service contract with the Group.

Save as disclosed above and in the circular of the Company to the Shareholders dated 21st November 2018 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 Rule 13.51(2) of the Listing Rules.

Mr. Chong Ki Ming, Independent Non-executive Director

Mr. Chong, aged 37, is a financial consultant. Mr. Chong holds a degree of Bachelor of Science Business Administration and Master of Business Administration from the Marshall School of Business, University of Southern California, United States of America. Mr. Chong also completed the Global Executive MBA Program jointly offered by the Marshall School of Business, University of Southern California and the Antai College of Economics and Management, Shanghai Jiao Tong University. Mr. Chong is a Certified Financial Consultant of the Institute of Financial Consultants.

Mr. Chong is currently the general manager of Kam Yuen (Frozen Food) Limited, a frozen food distributor in Hong Kong. He is also the founder and director of Perseus Strategic Capital Limited, a licensed money lending company in Hong Kong.

Pursuant to a letter of appointment entered into between the Company and Mr. Chong, Mr. Chong was appointed for a fixed term of three years, which commenced from 21st December 2017, subject to retirement by rotation and re-election in accordance with the Bye-Laws. Mr. Chong is entitled to an annual director’s fee of HK$130,000, which is determined with reference to his duties and responsibilities to the Group and the prevailing market conditions.

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APPENDIX I BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

As at the Latest Practicable Date and save as disclosed above, Mr. Chong: (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; (4) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (5) had not entered into any service contract with the Group.

Save as disclosed above and in the circular of the Company to the Shareholders dated 21st November 2018 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. Chong 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. Wong Cheuk Wai, Jason, Independent Non-executive Director

Mr. Wong Cheuk Wai, Jason, aged 43, has an extensive experience in the property investment industry. Mr. Wong holds a degree of Master of Science in Hotel and Tourism Management. Mr. Wong is currently a director at Miracle World Holdings Limited, Vastplus Estate Limited and Wiselande (International) Development Limited.

Pursuant to a letter of appointment entered into between the Company and Mr. Wong, Mr. Wong was appointed for a fixed term of three years, which commenced from 21st December 2017, subject to retirement by rotation and re-election in accordance with the Bye-Laws. Mr. Wong is entitled to an annual director’s fee of HK$130,000, which is determined with reference to his duties and responsibilities to the Group and the prevailing market conditions.

As at the Latest Practicable Date and save as disclosed above, Mr. Wong: (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; (4) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (5) had not entered into any service contract with the Group.

Save as disclosed above and in the circular of the Company to the Shareholders dated 21st November 2018 of which this appendix forms part, the Directors are not aware of any other matters regarding the proposed re-election of Mr. Wong 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 906,632,276 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 90,663,227 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 2018) 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 adjusted closing price as quoted on the Stock Exchange after taking account the effect of special dividend of the Company of HK$0.3 per Share paid on 22nd October 2018, 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	price	price
	HK$	HK$
2017
November	0.537	0.438
December	0.500	0.456
2018
January	0.487	0.394
February	0.400	0.350
March	0.444	0.331
April	0.450	0.419
May	0.494	0.413
June	0.444	0.400
July	0.469	0.381
August	0.481	0.456
September	0.487	0.456
October	0.510	0.469
November (up to and including the Latest Practicable Date)	0.510	0.490

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.

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.

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EXPLANATORY STATEMENT

APPENDIX II

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

Name Capacity Number of Share and underlying shares of the Company held Globalcrest_(Note a) Nominee for a trustee of a discretionary trust 33,546,853 (L) Pioneer Entertainment Group Limited(Note b) Beneficial owner 512,120,020 (L) Mr. Lam Shiu Ming, Daneil Beneficial owner 200,860,000 (L) Founder and the discretionary object of a discretionary trust(Note a) 33,546,853 (L) Interest of a controlled corporation(Note b)_ 512,120,020 (L) 746,526,873(L)

Approximate percentage of the total issued share capital of the Company 3.70% 56.49% 22.15% 3.70% 56.49%

82.34%

Notes:

• (a) The entire issued share capital of the Globalcrest is owned by Central Core Resources Limited which is a trustee of a discretionary trust under which Mr. Lam Shiu Ming, Daneil is a discretionary object.

• (b) Pioneer Entertainment Group Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Lam Shiu Ming, Daneil.

• (c) “L” denotes a long 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.

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AGM NOTICE

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UNIVERSE ENTERTAINMENT AND CULTURE GROUP COMPANY LIMITED 寰宇娛樂文化集團有限公司

( formerly known as Universe International Financial Holdings Limited 寰宇國際金融控股有限公司 )

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

NOTICE IS HEREBY GIVEN that the annual general meeting of Universe Entertainment and Culture Group Company Limited 寰宇娛樂文化集團有限公司 (formerly known as Universe International Financial Holdings Limited 寰宇國際金融控股有限公司) (the “ Company ”) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, the Hong Kong Special Administrative Region of the People’s Republic of China (“ Hong Kong ”) on 21st December 2018, Friday 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 21st December 2018 or any adjournment (the “ AGM ”) for the following purposes:

ORDINARY BUSINESSES

1. To receive and consider the audited consolidated financial statements of the Company, the report of the directors of the Company (individually, a “Director” and collectively, the “ Directors ”) and the report of Crowe (HK) CPA Limited, the independent auditor of the Company (the “ Auditor ”), for the year ended 30th June 2018.

2. To re-elect the retiring Directors, namely Mr. Lam Shiu Ming and Mr. Lam Kit Sun as executive Directors; and Mr. Chong Ki Ming and Mr. Wong Cheuk Wai, Jason as independent nonexecutive Directors, and to authorize the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

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

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AGM NOTICE

SPECIAL BUSINESSES

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

1. (a) “ THAT

2. (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;

3. (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;

4. (iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than pursuant to (aa) a Rights Issue (as defined in paragraph (iv)(bb) of this resolution); or (bb) an exercise of any option granted under any share option scheme (as defined in paragraph (iv)(cc) of this resolution); or (cc) any scrip dividend or other similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (the “ ByeLaws ”); 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 total number of Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

5. (iv) for the purpose of this resolution:

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

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

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

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

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AGM NOTICE

  - (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 Hong Kong 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.”

1. (b) “ THAT

2. (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;

3. (ii) the total number of Shares 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 total number of Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

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

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

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

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

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AGM NOTICE

1. (c) “ THAT conditional upon resolution 4(a) and resolution 4(b) as set out in this notice of the AGM dated 21st November 2018 (the “ AGM Notice ”) being passed, the aggregate number of Shares 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 total number of Shares in issue as at the date of passing of resolution 4(b) as set out in the AGM Notice) shall be added to the total number of Shares 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.”

2. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the 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 adopted by the Company pursuant to an ordinary resolution of the Shareholders passed on 2nd December 2013 (the “ Share Option Scheme ”) 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 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 Entertainment and Culture Group Company Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 21st November 2018

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 21st December 2018, 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 21st December 2018 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.

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AGM NOTICE

• (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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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 21st November 2018 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 and Mr. Lam Kit Sun as executive Directors, Mr. Choi Wing Koon, Mr. Lam Chi Keung, Mr. Tang Yiu Wing, Mr. Chong Ki Ming and Mr. Wong Cheuk Wai, Jason as independent non-executive Directors.

• (8) Record date (being the last date for registration of any share transfer given there will be no book closure) for determining the entitlement of the Shareholders to attend and vote at the AGM will be 17th December 2018. In order to qualify for the AGM, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on 17th December 2018.

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