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

Mar 23, 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)

MAJOR TRANSACTION Sale of Property

The Board announces that Universe Property, a wholly-owned subsidiary of the Company, has entered into a binding Provisional Agreement with the Purchaser in relation to the sale and purchase of the Property on 22nd March 2006 for a consideration of HK$33,303,400. The consideration was agreed between Universe Property and the Purchaser after arm’s length negotiations.

The Directors believe that the terms of the Provisional Agreement are fair and reasonable so far as the Shareholders are concerned and are in the interest of the Company as a whole.

The Sale constitutes a major transaction for the Company under the Listing Rules and is subject to the approval of the Shareholders at a special general meeting. However, the Company received from Globalcrest, which interested in approximately 53.70% of the entire issued share capital of the Company as at the date of this announcement, a written certificate approving the Sale pursuant to Rule 14.44(2) of the Listing Rules. The entire issued share capital of Globalcrest is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder has any material interest in the Sale. Accordingly, no Shareholder would be required to abstain from voting, if the Company were to convene a general meeting of the Sale. It is expected that no general meeting of the Shareholders will be held for the approval of the Sale.

A circular containing, amongst other things, details of the Provisional Agreement and a valuation report will be despatched to the Shareholders within 21 days after the date of the publication of this announcement.

The Board announces that Universe Property, a wholly-owned subsidiary of the Company, has entered into the Provisional Agreement with the Purchaser in relation to the sale and purchase of the Property on 22nd March 2006 for a consideration of HK$33,303,400.

— 1 —

1. PROVISIONAL AGREEMENT

Date:22nd March 2006

• Parties: (a) Intercontinental Film Distributors (H.K.) Limited as the purchaser. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons.

• (b) Universe Property as the vendor. Universe Property is a wholly-owned subsidiary of the Company and is principally engaged in the leasing of investment properties.

Sale and Purchase

Pursuant to the Provisional Agreement, Universe Property will sell and the Purchaser will purchase the Property upon the terms contained therein. Universe Property and the Purchaser will enter into the Formal Agreement on or before 3rd April 2006. The Formal Agreement, which will set out the terms of the Sale in more detail, will supersede the Provisional Agreement.

The Property will be sold on an “as is” basis together with the underlying tenancy agreements. The rental income of the Property was HK$1,007,484 and HK$2,071,938, representing approximately 0.44% and 1.18% of the turnover of the Company for the two years ended 30th June 2004 and 2005 respectively. The net profits (after deducting all charges except taxation and excluding extraordinary items) attributable to the Property was approximately HK$980,000 and HK$5,900,000 (including a sum of HK$4,200,000 representing an increase in fair value of the Property) for the two years ended 30th June 2004 and 2005 respectively. The net profit figure of HK$5,900,000 represents approximately 49.80% of the net profit of the Group for the year ended 30th June 2005.

Property

The Property is a non-residential building known as 20th Floor and parking space no. P59 on 2nd Floor of Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong. The Property is presently leased out for rental income.

Consideration

The consideration for the Sale is HK$33,303,400 which has been or will be paid by the Purchaser in cash in the following manner:

• (a) HK$1,000,000, representing approximately 3% of the Consideration, has been paid as an initial deposit upon the signing of the Provisional Agreement;

• (b) HK$2,330,340, representing approximately 7% of the Consideration will be paid as a further deposit upon the signing of the Formal Agreement on or before 3rd April 2006; and

• (c) the balance of the Consideration in the sum of HK$29,973,060 will be paid upon completion of the Provisional Agreement.

— 2 —

If the Purchaser fails to complete the sale and purchase of the Property in accordance with the terms and conditions of the Provisional Agreement or if the Purchaser fails to make payment of the Consideration or any part thereof in accordance with the Provisional Agreement, all deposit(s) already paid by the Purchaser to Universe Property shall be absolutely forfeited to Universe Property. Further, if Universe Property fails to complete the sale and purchase in accordance with the terms and conditions of the Provisional Agreement, all deposit(s) already paid by the Purchaser to Universe Property shall be returned to the Purchaser. It is expected that completion of the Formal Agreement will take place on or before 1st August 2006 whereupon Universe Property will execute an assignment of the Property in favour of the Purchaser or its nominee or sub-purchaser; and Universe Property, the Purchaser and the tenants under the tenancy agreements in relation to the Property will execute memoranda transferring all the relevant rental deposits from Universe Property to the Purchaser. Completion is subject to the proof of good title to the Property.

The net book value of the Property as determined by an independent professional valuer in the Company’s latest audited accounts for the year ended 30th June 2005 was HK$19,000,000, representing 5.91% of the total assets of the Company as at 30th June 2005. The market value of the Property as at 22nd March 2006 was HK$20,000,000 as valued by BMI Appraisals.

The terms of the Provisional Agreement (including the Consideration) were determined as a result of negotiations between the parties by reference to the Valuation, after arm’s length negotiations and were on normal commercial terms. The Consideration represents a premium of approximately 75.30% over the net book value of the Property or a premium of 66.52% above the market value of the Property. The Directors consider that the terms of the Provisional Agreement (including the Consideration) are fair and reasonable so far as the Shareholders are concerned and are in the interest of the Company as a whole.

2. REASONS AND BENEFITS FOR THE SALE

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

The Directors believe that the Sale will benefit the Group in that it enables the Group to realise the capital gain on the Property and will enhance the working capital and cash flow position of the Group. It is expected that the Group will recognise an estimated gross profit of approximately HK$14,088,900 on the Sale, which is calculated on the basis of the difference between the net book value of the Property and the sale proceeds of the Sale after deduction of expenses.

3. USE OF SALE PROCEEDS

The net sale proceeds of the Property is expected to be approximately HK$33,088,900. The Board is constantly reviewing potential investment opportunities that would offer high returns, including but not limited to property investment, and will consider applying part or all of the net sale proceeds on any new investment opportunities that may arise in the future. As at the date of this announcement, the Company has not identified any concrete investment or entered into any binding agreement to this effect. Should the Company enter into any arrangement of such investment in the future, the Company will make announcement in accordance with the requirements of the Listing Rules. The Board will also consider applying part or all of the net sale proceeds as the Group’s working capital or on the production of films and television series.

— 3 —

4. GENERAL

The Purchaser is principally engaged in the distribution and production of films.

The Sale constitutes a major transaction for the Company under the Listing Rules and is subject to the approval by Shareholders at a special general meeting. However, the Company has received from Globalcrest, which interested in approximately 53.70% of the entire issued share capital of the Company as at the date of this announcement, a written certificate approving the Sale pursuant to Rule 14.44(2) of the Listing Rules. The entire issued share capital of Globalcrest is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder has any material interest in the Sale. Accordingly, no Shareholder would be required to abstain from voting, if the Company were to convene a special general meeting for the approval of the Sale. It is expected that no general meeting of the Shareholders will be held for the approval of the Sale.

A circular containing, amongst other things, details of the Provisional Agreement and a valuation report of the Property in compliance with Rule 5.07 of the Listing Rules will be sent to the Shareholders within 21 days after the date of publication of this announcement.

5. DEFINITIONS

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

“BMI Appraisals” BMI Appraisals Limited, an independent firm of qualified professional valuers

• “Board”

the board of Directors

• “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

• “Connected Person(s)” has the meaning ascribed to it under the Listing Rules

• “Consideration” HK$33,303,400, the consideration for the Sale

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

“Formal Agreement” the formal sale and purchase agreement to be entered into between Universe Property and the Purchaser in relation to the sale and purchase of the Property

— 4 —

“Globalcrest”

Globalcrest Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability and a substantial shareholder of the Company within the meaning of the Listing Rules

• “Group”

the Company and its subsidiaries

• “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

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Property”

• 20th Floor and parking space no. P59 on 2nd Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

• “Provisional Agreement”

• the provisional sale and purchase agreement dated 22nd March 2006 entered into between Universe Property and the Purchaser in relation to the sale and purchase of the Property

• “Purchaser” Intercontinental Film Distributors (H.K.) Limited, a company incorporated under the Companies Ordinance with limited liability and the purchaser of the Property

• “Sale”

the sale of the Property by Universe Property to the Purchaser

• “Shareholder(s)” holders of Share(s)

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

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Universe Property” Universe Property Investment Limited, a company incorporated under the Companies Ordinance with limited liability, an indirect wholly-owned subsidiary of the Company and the vendor of the Property

“Valuation”

• the valuation of the Property given by BMI Appraisals as at 22nd March 2006 in the sum of HK$20,000,000

“%”

per cent.

— 5 —

The Board as at the date hereof comprises:

Mr. Lam Shiu Ming, Daneil

(Chairman and Executive Director)

• Ms. Chiu Suet Ying (Executive Director)

• Mr. Yeung Kim Piu (Executive Director)

Mr. Ng Kwok Tung

(Independent non-executive Director)

Mr. Chiu Shin Koi (Independent non-executive Director) Mr. Ma Ting Hung (Independent non-executive Director)

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

Hong Kong, 22nd March 2006

• for identification purposes only

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

— 6 —