Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2006

Jun 21, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

DISCLOSEABLE TRANSACTION Acquisition of Property

The Board announces that Joy Talent, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Contract with the Vendor in relation to the sale and purchase of the Property on 19 June 2006. The consideration for the Acquisition was agreed at RMB5,818,024 (approximately HK$5,648,567) after arm’s length negotiations.

The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. Accordingly, the Acquisition is subject to disclosure requirements as set out in Chapter 14 of the Listing Rules. The Company will send a circular in relation to the Acquisition to the Shareholders as soon as practicable.

THE SALE AND PURCHASE CONTRACT

Date

19 June 2006

Parties

1. Joy Talent as the Purchaser. Joy Talent is an indirect wholly-owned subsidiary of the Company and is principally engaged in the business of property holding.

2. 北京紅石建外房地產開發有限公司(Beijing Redstone Jianwai Real Estate Co., Ltd.*), as the Vendor. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons.

Sale and Purchase

Pursuant to the Sale and Purchase Contract, the Vendor agrees to sell and Joy Talent agrees to purchase the Property subject to the terms contained therein.

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Property

The Property is an office unit with a total gross floor area of approximately 281.44 square meters, and a gross usable area of 190.43 square meters. The Property is purchased subject to a lease contract entered into between the Vendor and lessee. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, such lessee and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons; and independent of the Vendor. The said lease contract will expire on 30 June 2007.

Consideration

The Consideration shall be paid in the following manner:

1. RMB100,000 (approximately HK$97,087), representing approximately 1.7% of the Consideration, is paid on 19 June 2006 to an independent third party to Joy Talent pursuant to the Transfer Agreement; and

2. the remaining balance of RMB5,718,024 (approximately HK$5,551,480) , representing approximately 98.3% of the Consideration is payable and to be remitted to the Vendor on or before 26 June 2006.

If Joy Talent fails to pay the balance of the Consideration on 26 June 2006 and the delay in payment is within 30 days of 26 June 2006, the Vendor is entitled to claim from Joy Talent a daily liquidated damages calculated as 0.03% on RMB5,718,024 from 27 June 2006 to the date of payment of RMB5,718,024. If the delay is over 30 days from 26 June 2006, the Vendor is entitled to terminate the Sale and Purchase Contract and Joy Talent is obliged to pay a lump sum liquidated damages calculated as 3% on RMB5,718,024 to the Vendor; and the Vendor will refund all the Consideration received to Joy Talent. If the delay is over 30 days from 26 June 2006 and Joy Talent intends to continue to perform the Sale and Purchase Contract, the Sale and Purchase Contract will continue to subsist with the consent of the Vendor; and Joy Talent is obliged to pay the Vendor a daily liquidated damages calculated as 0.03% on RMB5,718,024 from 27 June 2006 to the date of payment of RMB5,718,024.

The terms of Sale and Purchase Contract (including the Consideration) was determined after arm’s length negotiations between Joy Talent and the Vendor on normal commercial terms and by reference to the market value of similar properties in the Chaoyang District of Beijing. The Acquisition will be funded by internal resources. The Directors are of the view that the terms of the Sale and Purchase Contract are fair and reasonable and in the interests of the Shareholders as a whole.

Completion

It is expected that Completion will take place within three business days of the Payment Receipt Date. If the Vendor fails to complete the sale and purchase of the Property and the delay is within 30 days of the Completion Date, Joy Talent is entitled to claim a daily liquidated damages calculated as 0.03% on the Consideration from the date following the Completion Date to the date of actual completion of sale and purchase of Property. If the delay is over 30 days from the Completion Date, Joy Talent is entitled to terminate the Sale and Purchase Contract; and the Vendor is obliged to refund all the Consideration received, and further pay a lump sum liquidated damages calculated as 3% on the Consideration, to Joy Talent. If Joy Talent elects not to terminate the Sale and Purchase Contract, Joy Talent is entitled to claim from the Vendor a daily liquidated damages calculated as 0.03% on the Consideration from the date following the Completion Date to the date of actual completion of sale and purchase of Property.

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Upon Completion, Joy Talent will be entitled to use free of charge a parking space located on the second lower ground floor of 建外 (Jianwai) SOHO (the building where the Property is situated) for a period from the Completion Date to 4 August 2052. Further, Joy Talent will enter into a new lease contract with the existing tenant of the Property on similar terms as those contained in the existing lease contract for a period expiring on 30 June 2007.

Certificate of Ownership of the Property

Under the Sale and Purchase Contract, the Vendor and Joy Talent shall jointly apply to the relevant PRC departments in charge for obtaining the certificate of ownership of the Property after the Completion. In the event that the certificate of ownership of the Property is not obtained by Joy Talent within 190 days from the Completion Date and the delay is due to the default of the Vendor, Joy Talent is entitled to return the Property to the Vendor; and the Vendor is obliged to refund the Consideration with interest calculated at the deposit rate stipulated by the People’s Bank of China to Joy Talent from the date of payment of the remaining balance of RMB5,718,024 to the date of such refund. If Joy Talent elects not to return the Property to the Vendor, the Vendor is obliged to pay a daily liquidated damages to Joy Talent calculated as 0.01% on the Consideration from the date following the 190th day of the Completion Date to the date of obtaining the certificate of ownership of the Property by Joy Talent. Given the current prosperous property market in Beijing, the Directors consider that these terms are fair and reasonable.

REASONS FOR THE ACQUISITION

As mentioned in the Company’s announcement dated 22 March 2006, the Board is constantly reviewing potential investment opportunities that would offer high return, including but not limited to, property investment. The Board considers that in view of the prosperous economic development in the PRC, 2008 Olympic Games to be held in Beijing and the Property would be one of the prime commercial buildings in Beijing, the Acquisition would enable the Group to generate recurring income by renting out the Property while enjoying potential high capital gains in terms of the appreciation in the value of the Property. The Board further considers that as a long term plan, the Property may also be used by the Group as its own office.

GENERAL

The Group is principally engaged in the business of distribution of films in various videogram formats, licensing and sub-licensing of film rights, film exhibition and leasing of investment properties. The Vendor is principally engaged in the business of property development in the PRC.

The Acquisition constitutes a discloseable transaction of the Company under the Listing Rules. Accordingly, the Acquisition is subject to disclosure requirements as set out in Chapter 14 of the Listing Rules. The Company will send a circular in relation to the Acquisition to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, the following expressions have the following meanings, unless the context otherwise requires:

“Acquisition”

the acquisition of the Property pursuant to the Sale and Purchase Contract

“Board”

the board of Directors

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“Companies Ordinance”

Companies Ordinance, Chapter 32 of the Laws of Hong Kong

“Company”

Universe International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Stock Exchange

• “Completion”

• completion of the sale and purchase of the Property under the Sale and Purchase Contract whereupon, among other things, the Property will be delivered by the Vendor to Joy Talent

• “Completion Date” the date on which completion of the sale and purchase of the Property takes place which is expected to be within three business days of the Payment Receipt Date

• “Connected Persons”

has the meaning ascribed to it under the Listing Rules

• “Consideration” RMB5,818,024 (approximately HK$5,648,567), being the consideration payable by the Company for the Acquisition

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Joy Talent” or the “Purchaser” Joy Talent Investment Limited (俊宜投資有限公司), a company incorporated under the Companies Ordinance with limited liability, an indirect wholly-owned subsidiary of the Company and the purchaser of the Property together with all the appendices referred to therein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Payment Receipt Date”

• the date on which the Vendor receives the balance of RMB5,718,024 of the Consideration from the Purchaser, which balance will be remitted by the Purchaser on or before 26 June 2006

• “PRC”

the People’s Republic of China

• “Property” No. 1501, 15th Floor, Block 24, 建外 (Jianwai) SOHO, 39 Dongsanhuan Zhonglu Road, Chaoyang District, Beijing, the PRC

• “RMB” or “Renminbi” Renminbi yuan, the lawful currency of the PRC

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“Sale and Purchase Contract”

北京市商品房現房買賣合同 (Beijing Commodity Premises Existing Premises Sale and Purchase Contract*) dated 19 June 2006 entered into between the Vendor and Joy Talent in respect of the sale and purchase of the Property

• “Shareholders”

holders of Shares

• “Share(s)” share(s) of HK$0.02 each in the capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Transfer Agreement” the transfer agreement dated 19 June 2006 between an independent third party and Joy Talent pursuant to which the independent third party transferred all his rights in the Undertaking to Joy Talent

• “Undertaking”

• the undertaking dated 21 April 2001 from the Vendor to the independent third party in respect of the initial deposit of RMB100,000 paid by the independent third party for the purchase of the Property

“Vendor”

• 北京紅石建外房地產開發有限公司 (Beijing Redstone Jianwai Real Estate Co., Ltd.*), a company established under the laws of the PRC and the developer and vendor of the Property

“%”

per cent.

For the purpose of this announcement, conversion of Renminbi into HK dollars is calculated at the approximate exchange rate of RMB1.03 to HK$1.00 for the purpose of illustration only and does not constitute a representation that any amount have been, could have been, or may be, exchanged at this or any other rate.

The Board as at the date hereof comprises:

Mr. Lam Shiu Ming, Daneil Mr. Ng Kwok Tung

(Chairman and Executive Director) (Independent Non-executive Director) Mr. Chiu Shin Koi

Ms. Chiu Suet Ying

• (Executive Director) (Independent Non-executive Director)

• Mr. Yeung Kim Piu Mr. Ma Ting Hung

Mr. Yeung Kim Piu

(Executive Director) (Independent Non-executive Director)

By Order of the Board Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 20 June 2006

* for identification purposes only

Please also refer to the published version of this announcement in the China Daily.

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