Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2009

May 25, 2009

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 you should at once hand this circular 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)

MAJOR TRANSACTION

SALE OF PROPERTY

25 May 2009

* for identification purposes only

CONTENTS

		Page
Definitions	......................................................................................................................................	1
Letter from the Board
1.	Introduction ................................................................................................................	3
2.	Preliminary Agreement..............................................................................................	4
3.	Formal Agreement .....................................................................................................	5
4.	Financial Effect of the Sale .......................................................................................	8
5.	Reasons for and Benefits of the Sale ........................................................................	8
6.	Use of Sale Proceeds .................................................................................................	9
7.	General .......................................................................................................................	9
8.	Additional Information ..............................................................................................	9
Appendix I	Financial Information on the Group...........................................................	10
Appendix II Property Valuation ........................................................................................		12
Appendix III General Information......................................................................................		17

– i –

DEFINITIONS

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

“associate(s)” has the meaning ascribed thereto under the Listing Rules “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$28,000,000, the consideration for the Sale “Director(s)” director(s) of the Company “Formal Agreement” the formal conditional sale and purchase agreement dated 15 May 2009 entered into between Universe Property and the Purchaser in relation to the sale and purchase of the Property “Globalcrest” Globalcrest Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability and a substantial shareholder of the Company within the meaning of the Listing Rules “Group” the Company and its subsidiaries “HK$” 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 “Latest Practicable Date” 19 May 2009, 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 “Model Code” Model Code for Securities Transactions by Directors of Listed Companies

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DEFINITIONS

• “Preliminary Agreement” the preliminary sale and purchase agreement dated 30 April 2009 entered into between Universe Property and the Purchaser in relation to the sale and purchase of the Property

• “Property” 17th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

• “Purchaser” Fujitec (HK) Company 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 “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Share(s)” share(s) of HK$0.02 (each) in the capital of the Company “Shareholder(s)” registered holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Universe Entertainment” Universe Entertainment Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company

• “Universe Laser & Video” Universe Laser & Video Co. Limited, a company incorporated under the Companies Ordinance with limited liability and an indirect wholly-owned subsidiary of the Company

• “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

• “US$” or “US dollars” United States dollars, the lawful currency of the United States of America

• “Valuation” the valuation of the Property given by BMI Appraisals as at 30 April 2009 in the sum of HK$28,000,000

• “%” per cent.

In this circular, unless otherwise stated, the exchange rate of HK dollars to US dollars for illustrative purposes only is HK$7.8 for every US dollar. This does not constitute a representation that any amounts have been, could have been, or may be exchanged at this rate or any other rate.

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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) Ms. Chiu Suet Ying Mr. Yeung Kim Piu

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

Independent Non-executive Directors:

Mr. Ng Kwok Tung Dr. Leung Shiu Ki, Albert Mr. Ma Chun Fung, Horace

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 25 May 2009

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION

SALE OF PROPERTY

1. INTRODUCTION

The Company announced on 4 May 2009 that Universe Property and the Purchaser had after trading hours on 30 April 2009 entered into the Preliminary Agreement, pursuant to which Universe Property would sell and the Purchaser would purchase the Property for a consideration of HK$28,000,000. On 15 May 2009, Universe Property and the Purchaser entered into the

* for identification purposes only

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LETTER FROM THE BOARD

Formal Agreement, pursuant to which Universe Property will sell and the Purchaser will purchase the Property for a consideration of HK$28,000,000. The Formal Agreement, which supersedes the Preliminary Agreement, contains all the principal provisions of the Preliminary Agreement and sets out the terms of the Sale in more detail. The Consideration was agreed between Universe Property and the Purchaser after arm’s length negotiations.

The Directors (including the independent non-executive Directors) believe that the terms of the Formal Agreement are fair and reasonable, on normal commercial terms and are in the interest of the Company as a whole.

It is expected that the Group will recognise an estimated loss before taxation of approximately HK$1,671,000 on the Sale, which is calculated on the basis of the difference between the carrying value of the Property as recorded in the Group’s latest consolidated management accounts as at 30 April 2009 (which is approximately HK$29,145,000) and the sale proceeds of the Sale after deduction of expenses (which is estimated to be HK$27,474,000). The estimated loss before taxation figure of approximately HK$1,671,000 is subject to adjustment as the Group’s audited consolidated financial statements for the year ending 30 June 2009 have yet to be finalised.

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 circular, 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.

The purpose of this circular is to provide the Shareholders with further information in relation to the Sale and other information in compliance with the requirements of the Listing Rules.

2. PRELIMINARY AGREEMENT

Date: 30 April 2009

Parties: (a) Fujitec (HK) Company Limited as the purchaser of the Property. 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 and there is no prior relationship or transaction between the Company and the Purchaser.

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LETTER FROM THE BOARD

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

Sale and Purchase

Pursuant to the Preliminary Agreement, Universe Property will sell, and the Purchaser will purchase, the Property upon the terms contained therein. Further, Universe Property and the Purchaser agreed to enter into the Formal Agreement, which set out the terms of the Sale in more detail and supersedes the Preliminary Agreement, on or before 15 May 2009.

3. FORMAL AGREEMENT

Date: 15 May 2009

Parties: (a) Fujitec (HK) Company Limited as the purchaser of the Property.

• (b) Universe Property as the vendor of the Property.

Sale and Purchase

Pursuant to the Formal Agreement, Universe Property will sell, and the Purchaser will purchase, the Property upon the terms contained therein.

Conditions Precedent

Completion of the sale and purchase of the Property is subject to and conditional upon the following:

• (a) all necessary approvals by the Shareholders in respect of the transactions contemplated under the Formal Agreement having been obtained by way of either a majority vote at a general meeting or, (if acceptable to the Stock Exchange) in lieu of holding such general meeting, a written shareholders approval from a closely allied group of the Shareholders who together hold more than 50% in nominal value of the Shares in a manner as required under the Listing Rules;

• (b) all necessary approvals by the respective board of directors of Universe Property and the Company in respect of the transactions contemplated under the Formal Agreement having been obtained;

• (c) all requirements imposed by the Stock Exchange under the Listing Rules or otherwise in connection with the transactions contemplated by the Formal Agreement having been fully complied with; and

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LETTER FROM THE BOARD

• (d) all waivers, consents, approvals or confirmations of the Stock Exchange which are required or appropriate or in relation thereto, and all relevant waivers, consents, approvals or confirmations required for the purposes of the parties for the implementation of the Formal Agreement, having been obtained.

Universe Property and the Purchaser shall use their respective reasonable endeavours to procure the fulfilment of the conditions set out above on or before 30 June 2009.

In the event that any of the conditions set out above shall not have been fulfilled before 30 June 2009, then the sale and purchase of the Property shall become null and void whereupon all the deposit(s) already paid by the Purchaser under the Formal Agreement shall be returned and paid to the Purchaser without interest and neither Universe Property nor the Purchaser shall have any claim against the other on the Formal Agreement and the parties shall at the costs of Universe Property enter into an agreement for cancellation to cancel the sale and purchase of the Property.

As at the Latest Practicalte Date and so far as the Directors were aware, all of the above conditions precedent (except for the second part of the above condition precedent (d)) had been fulfilled.

Property

The Property is a non-residential building known as 17th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong. The Property, consisting of Units A, B and C, will be sold on an “as is” basis. Unit A of the Property (approximately 12,500 square feet) was leased to a third party, who is independent of the Company and its Connected Persons, but has since 31 October 2008 remained vacant. Unit C of the Property (approximately 10,118 square feet) is currently used by the Group as warehouse. Unit B of the Property (approximately 3,000 square feet) is presently leased to a third party, who is independent of the Company and its Connected Persons. The said lease will be terminated before the completion of the sale and purchase of the Property under the Formal Agreement.

Consideration

The consideration for the Sale is HK$28,000,000 which has been or will be paid by the Purchaser in cash in the following manner:

• (a) HK$1,000,000, representing approximately 3.57% of the Consideration, has been paid as an initial deposit upon the signing of the Preliminary Agreement;

• (b) HK$1,800,000, representing approximately 6.43% of the Consideration has been paid as a further deposit upon the signing of the Formal Agreement; and

• (c) the balance of the Consideration in the sum of HK$25,200,000 will be paid upon completion of the Formal Agreement.

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LETTER FROM THE BOARD

If the Purchaser fails to complete the sale and purchase of the Property in accordance with the terms and conditions of the Formal Agreement or if the Purchaser fails to make payment of the Consideration or any part thereof in accordance with the Formal Agreement, all moneys paid by the Purchaser to Universe Property under the Formal Agreement shall be absolutely forfeited to Universe Property who may thereupon by notice given to the Purchaser but without tendering an assignment to the Purchaser determine the Formal Agreement. Upon Universe Property exercising its right of determination under the Formal Agreement, it may but is not obliged to resell, let or otherwise deal with the Property or any part thereof either by public auction or private contract or in such other manner as Universe Property may in its absolute discretion think fit and on such terms and conditions as Universe Property shall deem fit. Furthermore, in the event that Universe Property elects to and does sell the Property, any deficiency in price and all expenses attending the sale under the Formal Agreement and such resale and attempted resale shall be borne and made good by the Purchaser. Any surplus gain or profit made by Universe Property from such resale shall belong to Universe Property. Further, if Universe Property fails to complete the sale and purchase in accordance with the terms and conditions of the Formal Agreement, all moneys paid by the Purchaser to Universe Property under the Formal Agreement shall be returned to the Purchaser and the Purchaser shall also be entitled to receive from Universe Property such damages over and above the said moneys paid as the Purchaser may sustain by reason of Universe Property’s failure to complete the sale and purchase of the Property and it shall not be necessary for the Purchaser to tender an assignment to Universe Property.

The Consideration represents (a) a discount of approximately 4.38% over the carrying value of the Property as at 30 June 2008; and (b) the market value of the Property as at 30 April 2009 as valued by BMI Appraisals. The Directors consider that the terms of the Formal 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.

Completion

It is expected that completion of the sale and purchase of the Property under the Formal Agreement will take place on or before 15 September 2009 whereupon Universe Property will execute an assignment of the Property in favour of the Purchaser. Completion is subject to the proof of good title to the Property.

The terms of the Formal Agreement (including the Consideration) were determined as a result of negotiations between the parties by reference to the carrying value of the Property and the Valuation, after arm’s length negotiations and were on normal commercial terms. The Valuation has been based on the market value of the Property.

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LETTER FROM THE BOARD

4. FINANCIAL EFFECT OF THE SALE

The annual rental income of the Property was approximately HK$1,326,000 and HK$1,308,336, representing approximately 0.97% and 0.98% of the turnover of the Company for the two years ended 30 June 2007 and 2008 respectively. The profits before taxation and extraordinary items attributable to the Property was approximately HK$2,359,000 (including a sum of HK$1,280,000 representing an increase in fair value of the Property) and HK$4,177,000 (including a sum of HK$3,120,000 representing an increase in fair value of the Property) for the two years ended 30 June 2007 and 2008 respectively. The profits after taxation attributable to the Property was approximately HK$1,946,000 (including a sum of HK$1,280,000 representing an increase in fair value of the Property) and HK$3,488,000 (including a sum of HK$3,120,000 representing an increase in fair value of the Property) for the two years ended 30 June 2007 and 2008 respectively. The profit after taxation figure of HK$1,946,000 represents approximately 16.88% of the profit after taxation of the Group for the financial year ended 30 June 2007. The Group suffered a loss for the year ended 30 June 2008.

The carrying value of the Property in the Group’s audited consolidated financial statements for the year ended 30 June 2008 was approximately HK$29,282,000 (which represents the sum of the market values of Units A and B of the Property of approximately HK$18,300,000 and HK$4,500,000 respectively and the historical cost of Unit C after depreciation of HK$6,482,000), representing 8.29% of the total assets of the Group as at 30 June 2008. The market value of the Property as at 30 April 2009 was HK$28,000,000 as valued by BMI Appraisals.

5. REASONS FOR AND BENEFITS OF 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 Property and enhance the working capital and cash flow position of the Group in view of the present economic climate and property market in Hong Kong. It is expected that the Group will recognise an estimated loss before taxation of approximately HK$1,671,000 on the Sale, which is calculated on the basis of the difference between the carrying value of the Property as recorded in the Group’s latest consolidated management accounts as at 30 April 2009 (which is approximately HK$29,145,000) and the sale proceeds of the Sale after deduction of expenses (which is estimated to be HK$27,474,000). The total assets of the Group will be decreased by approximately HK$1,671,000 as a result of the decrease in carrying value of the Property of approximately HK$29,144,585 and the increase in the bank balance of approximately HK$27,474,000. The Sale will not have any material impact on the liabilities of the Group. The estimated loss before taxation figure of approximately HK$1,671,000 is subject to adjustment as the Group’s audited consolidated financial statements for the year ending 30 June 2009 have yet to be finalised.

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LETTER FROM THE BOARD

6. USE OF SALE PROCEEDS

The net sale proceeds of the Property is expected to be approximately HK$27,474,000 will be used as the Group’s working capital or for the production of films and television series.

7. GENERAL

The Purchaser is principally engaged in installation and maintenance of lifts and escalators.

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 circular, 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.

8. ADDITIONAL INFORMATION

Your attention is also drawn to the appendices to this circular.

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

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FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

1. STATEMENT OF INDEBTEDNESS

As at 30 April 2009, being the latest practicable date for the purpose of ascertaining certain information relating to this indebtedness statement, the Group had outstanding unsecured borrowings of HK$249,075, which wholly represented obligation under finance lease, and certain assets of the Group were pledged to secure banking facilities granted to the subsidiaries of the Company. Such banking facilities were cancelled by the Group on its own accord on 14 May 2009. As at the Latest Practicable Date, the Group did not have any such banking facilities.

Save as aforesaid and apart from the contingent liabilities in respect of the pending litigation as set out on page 18 of this circular, the Group did not have, at the close of business as at 30 April 2009, any mortgages, charges, debentures, loan capital issued and outstanding or agreed to be issued, debt securities, bank overdrafts, loans or other similar indebtedness, finance leases or hire purchase commitments, liabilities under acceptance or acceptance credits or guarantees or other material contingent liabilities.

Save as disclosed above, the Directors confirm that there has been no material change in the indebtedness and contingent liabilities of the Group since 30 April 2009.

2. WORKING CAPITAL

Reference is made to the announcement of the Company dated 19 March 2009, the net current asset of the Group as at 31 December 2008 was approximately HK$144,987,000 based on the unaudited interim financial information of the Group for the six months ended 31 December 2008.

After due and careful enquiry and taking into account the internal resources of the Group and the estimated net proceeds of HK$27,474,000 from the Sale, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular.

3. MATERIAL ADVERSE CHANGE

Except for the material adverse changes from reduction in turnover for the six months ended 31 December 2008 as disclosed in the announcement of the Company dated 19 March 2009 made pursuant to Rule 13.49(6) of the Listing Rules and in the interim report of the Company for the six months ended 31 December 2008, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 30 June 2008, being the date to which the latest published audited financial statements of the Group were made up.

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FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

4. FOREIGN EXCHANGE EXPOSURE

As the Group’s sales are mostly denominated in HK dollars and US dollars, the Directors considered the exposure to fluctuation in exchange rates is limited and no financial instruments for hedging purposes are used by the Group.

5. FINANCIAL AND TRADING PROSPECTS

To respond to the adverse operating environment of the local video distribution business, the Group will continue to manage this business segment in a prudent manner, while the Group will continue with the multi-faced content production strategy of targeting demands of various market, the Directors believes that it is beneficial to Group’s long term development by exploring various overseas market.

In view of the severity and extent of the global economic crisis, the Group will continue to integrate its resources as well as be more prudent in cost management and investment in the production of films and television series so as to achieve a higher degree of cost-efficiency.

Apart from the production of films and television series, the Directors are constantly reviewing potential investment opportunities that would offer high returns, including but not limited to property investment.

The Directors consider that upon completion of the Sale, the Group’s financial and cash position can be further strengthened and together with the funding from the business operation, the Group will be able to make suitable investment promptly when opportunities arise although no concrete investment has been identified at present.

With the management’s experience, the Directors are confident that the Group can overcome the market challenges and continue to manage the business development in a prudent stance.

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PROPERTY VALUATION

APPENDIX II

The following is the text of a letter, summary of value and valuation certificate, prepared for the purpose of incorporation in this prospectus received from BMI Appraisals Limited, an independent valuer, in connection with its valuation as at 30 April 2009 of the property held by Universe Property, which is an indirect wholly-owned subsidiary of the Company.

==> picture [232 x 77] intentionally omitted <==

25 May 2009

The Directors

Universe International Holdings Limited

18[th] Floor, Wyler Centre Phase II Nos. 192-200 Tai Lin Pai Road Kwai Chung, New Territories Hong Kong

Dear Sirs,

INSTRUCTIONS

We refer to the instructions from Universe International Holdings Limited (the “Company”) for us to value the property held by the Company and/or its subsidiaries (hereinafter referred to as the “Group”) located in Hong Kong. We confirm that we have conducted an inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the property as at 30 April 2009 (the “date of valuation”).

BASIS OF VALUATION

Our valuation of the property has been based on the Market Value, which is defined as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

VALUATION METHODOLOGY

We have valued the property on an open market basis by the Comparison Approach assuming sale in its existing state with the benefit of vacant possession and by making reference to comparable sales evidence as available in the relevant market. Appropriate adjustments have then been made to account for the differences between the property and the comparables in terms of age, time, location, floor levels and other relevant factors.

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PROPERTY VALUATION

APPENDIX II

We have also adopted the Investment Approach where appropriate by taking into account the current passing rent of the property being held under existing tenancy and the reversionary potential of the tenancy if it has been or would be let to tenant.

TITLE INVESTIGATION

We have caused land search to be made at the Land Registry. However, we have neither examined the original documents to verify ownership nor to ascertain the existence of any amendments, which may not appear on the extracts handed to us. All documents have been used for reference only.

VALUATION ASSUMPTIONS

Our valuation has been made on the assumption that the property is sold in the market without the benefit of deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to affect the value of the property.

In addition, no account has been taken of any option or right of pre-emption concerning or affecting the sale of the property and no forced sale situation in any manner is assumed in our valuation.

VALUATION CONSIDERATIONS

We have inspected the property externally and where possible, the interior of the property. In the course of our inspection, we did not note any serious defects. However, no structural survey has been made. We are, therefore, unable to report whether the property is free from rot, infestation or any other structural defects. No tests were carried out on any of the services.

In the course of our valuation, we have relied to a considerable extent on the information given by the Group and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenures, particulars of occupancy, floor areas, identification of the property and other relevant information.

We have not carried out detailed on-site measurements to verify the correctness of the floor areas in respect of the property but have assumed that the floor areas shown on the documents handed to us are correct. Dimensions, measurements and floor areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore only approximations.

We have no reason to doubt the truth and accuracy of the information provided to us by the Group and we have relied on your confirmation that no material facts have been omitted from the information so supplied. We consider that we have been provided with sufficient information for us to reach an informed view.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property or for any expenses or taxation, which may be incurred in effecting a sale or purchase.

Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature, which could affect its value.

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PROPERTY VALUATION

APPENDIX II

Our valuation has been prepared in accordance with the HKIS Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors.

Our valuation has been prepared under the generally accepted valuation procedures and is in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

REMARKS

We hereby certify that we neither have any present nor any prospective interest in the Group or the appraised property or the value reported.

Unless otherwise stated, all money amounts stated herein are in Hong Kong dollars (HK$).

Our Summary of Value and the Valuation Certificate are attached herewith.

Yours faithfully, For and on behalf of BMI APPRAISALS LIMITED

Dr. Tony C.H. Cheng

BSc, MUD, MBA (Finance), MSc (Eng), PhD (Econ), MHKIS, MCIArb, AFA, SIFM, FCIM, MASCE, MIET, MIEEE, MASME, MIIE

Joannau W.F. Chan

BSc, MSc, MRICS, MHKIS, RPS(GP) Senior Director

Managing Director

Notes:

Dr. Tony C.H. Cheng is a member of The Hong Kong Institute of Surveyors (General Practice) who has over 16 years’ experience in valuations of properties in Hong Kong and the People’s Republic of China.

Ms. Joannau W.F. Chan is a member of The Hong Kong Institute of Surveyors (General Practice) who has over 16 years’ experience in valuations of properties in Hong Kong and over 10 years’ experience in valuations of properties in the People’s Republic of China.

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PROPERTY VALUATION

APPENDIX II

SUMMARY OF VALUE

Property held by the Group partly for owner-occupation and partly for investment purpose

Market Value in existing state Property as at 30 April 2009 HK$ The Whole of 17[th] Floor Wyler Centre Phase II Nos. 192-200 Tai Lin Pai Road Kwai Chung, New Territories Hong Kong 28,000,000 Total: 28,000,000

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PROPERTY VALUATION

APPENDIX II

VALUATION CERTIFICATE

Property held by the Group partly for owner-occupation and partly for investment purpose

Property

The Whole of 17th Floor Wyler Centre Phase II Nos. 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

185/11,152nd equal and undivided shares of and in the Remaining Portion of Kwai Chung Town Lot No. 130 and The Extension Thereto

Description and tenure

The property comprises the whole of 17th Floor of a 28-storey industrial building over a 2-level lorry/car parking podium plus a 2-level basement. The building was completed in 1989.

As per information provided by the Group, the whole of 17th Floor is divided into 3 units and the total gross floor area (“GFA”) is approximately 25,618 sq.ft. (2,379.97 sq.m.). The area breakdowns are as follows:

Market Value in existing state as at Particulars of occupancy 30 April 2009 HK$ As advised by the Group, 28,000,000 Unit B of the property with a GFA of 3,000 sq.ft. is subject to a tenancy for a term of 3 years commencing on 1 October 2007 and expiring on 30 September 2010 at a monthly rent of HK$28,000 inclusive of management fee, rates and Government rent.

Unit C of the property with a GFA of 10,118 sq.ft. was occupied by the Group as warehouse as at the date of valuation.

Unit	GFA (sq.ft.)
A	12,500
B	3,000
C	10,118
Total:	25,618

The remaining portion of the property was vacant as at the date of valuation.

The property is held under New Grant No. 9098 for a term of 99 years less the last 3 days commencing on 1 July 1898, which had been extended until 30 June 2047 with a revised annual rent at 3% of the rateable value for the time being of the lot from the date of extension.

Notes:—

1. The registered owner of the property is Universe Property Investment Limited vide Memorial No. TW1375492 dated 20 September 1999.

2. The property is subject to the following material encumbrances:

3. i. Occupation Permit No. NT91/89 vide Memorial No. TW586698 dated 18 May 1989;

4. ii. Deed of Mutual Covenant vide Memorial No. TW592623 dated 2 June 1989; and

5. iii. Management Agreement in favour of JLW Management Services Limited “The Manager” vide Memorial No. TW592624 dated 2 June 1989.

6. As advised by the Group, Universe Property Investment Limited is an indirect wholly-owned subsidiary of the Company.

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GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying shares (within the meaning of Part XV of the SFO) or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be: (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); (b) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:

Interests in Shares

				Approximate
	Nature of	Number of		percentage of
Name of Director	interests	Shares held	Position	shareholding
Mr. Lam Shiu Ming, Daneil	Founder of	872,406,705	Long	53.70%
	a discretionary
	trust_(Note)_

Note: The trustee of the discretionary trust is Central Core Resources Limited which owns the entire issued share capital of Globalcrest which in turn is interested in 872,406,705 Shares.

Save as disclosed herein, as at the Latest Practicable Date, none of the Director or chief executive of the Company had any interest or short position in the shares, underlying shares (within the meaning of Part XV of the SFO) or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be: (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); (b) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code.

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GENERAL INFORMATION

APPENDIX III

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (not being Directors or chief executive of the Company) had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or in any options in respect of such capital:

Interests in Shares

		Approximate
	Number of Shares	percentage of
Name of Shareholders	beneficially held	shareholding
Globalcrest_(Note)_	872,406,705	53.70%
Central Core Resources Limited_(Note)_	872,406,705	53.70%

Note: The entire issued share capital of Globalcrest is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects.

Save as disclosed above, the Directors or chief executive of the Company are not aware of any other persons (not being Directors or chief executive of the Company) as at the Latest Practicable Date, who had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who was directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or in any options in respect of such capital.

4. PENDING LITIGATION

• (a) A court action was commenced in the Court of First Instance of Hong Kong on 17 April 2002 by The Star Overseas Limited (“Star”), an independent third party, against Universe Entertainment.

By the above action, Star alleges that a sum of US$935,871.65 (equivalent to HK$7,299,798.87) was payable by Universe Entertainment to Star as its share of the revenue of the movie entitled “Shaolin Soccer” (the “Movie”).

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GENERAL INFORMATION

APPENDIX III

Pursuant to an Order (the “Order”) made by the High Court on 21 February 2003, the Company was ordered and had paid to Star a sum of HK$5,495,699.80, being part of the licence fee of the Movie received by Universe Entertainment from Miramax Films (being the licencee of the Movie) and which was also part of the sum claimed by Star. Pursuant to the Order, Universe Entertainment is also liable to pay Star interest in the sum of HK$350,905.30 and some of the costs of the application leading to the making of the Order, all of which have been settled. As the Order has not disposed of all the claims of US$935,871.65 (equivalent to HK$7,299,798.87) by Star, Universe Entertainment is entitled to continue to defend the claim by Star for recovering the remaining balance in the sum of approximately HK$1,804,099.04 (representing HK$7,299,798.84 less HK$5,495,699.80).

On 30 April 2002, Universe Entertainment issued a Writ of Summons against Star for Star’s wrongful exploitation of certain rights in the Movie co-owned by both parties. Universe Entertainment claimed to recover loss and damages suffered by Universe Entertainment as a result of the wrongful exploitation.

On 9 September 2002, Universe Laser & Video issued a Writ of Summons against Star for Star’s infringement of the licensed rights in the Movie held by Universe Laser & Video. Universe Laser & Video claimed to recover all losses and damages suffered by Universe Laser & Video as a result of the said infringement.

In the opinion of the legal counsel of the Group, it is premature to predict the outcome of the claim against Universe Entertainment. The Board is of the opinion that the outcome of the claim against Universe Entertainment will have no material financial impact on the Group.

• (b) On 1 September 2008, Koninklijke Philips Electronics N.V. (“KPE”) issued a Writ of Summons against, among other persons, the Company, Universe Laser & Video and Mr. Lam Shiu Ming, Daneil (a Director) in respect of damages arising from infringement of the patents owned by KPE.

In the opinion of the legal counsel of the Group, it is premature to predict the outcome of the claim against the Company, Universe Laser & Video and Mr. Lam Shiu Ming, Daneil. The Board is of the opinion that the outflow of economic benefits cannot be reliably estimated and accordingly no provision for any liability that may result has been made in the latest consolidated management accounts as at 30 April 2009.

Save as disclosed above, no member of the Group is engaged in any litigation or claim of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened against any member of the Group.

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5. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors has any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the relevant member of the Group within one year without payment of compensation other than statutory compensation).

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, whether directly or indirectly, with the business of the Company.

7. INTEREST IN ASSETS AND CONTRACTS

On 19 December 2006, Universe Laser & Video entered into a tenancy agreement with Rainbow Nice Limited (“RNL”) whereby Universe Laser & Video agreed to lease a premises (the “Premises”) from RNL for a term of 3 years commencing from 1 January 2007 for the use of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying, both are Directors, for residential purpose. The monthly rental payable by Universe Laser & Video is HK$200,000 which is inclusive of furniture, fixtures and home electronic appliances but excluding government rent, rates, taxes and all other outgoings. The entire issued share capital of RNL, the landlord of the Premises, is beneficially owned by Ms. Chiu Suet Ying. On 26 August 2008, Universe Laser & Video entered into a supplemental agreement with RNL whereby both parties mutually agreed to reduce the monthly rental of the Premises from HK$200,000 to HK$100,000 for the remaining term commencing from 1 September 2008 to 31 December 2009.

During the six months ended 31 December 2008, Universe Laser & Video had paid rental on the Premises of HK$800,000 to RNL.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or proposed Director have any interest direct or indirect, in any assets which have been, since 30 June 2008 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group.

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GENERAL INFORMATION

APPENDIX III

8. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has provided its advice for inclusion in this circular:

Name

Qualifications

BMI Appraisals

Property valuer

BMI Appraisals has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, summary of value and valuation certificate and the reference to its name in the form and context in which they appear.

As at the Latest Practicable Date, BMI Appraisals was not interested beneficially or otherwise in any Shares or securities in any of subsidiaries or associated corporations (within the meaning of Part XV of the SFO) of the Company and did not have any rights, whether legally enforceable or not, or option to subscribe for or to nominate persons to subscribe for any Shares or securities in any of subsidiaries or associated corporations of the Company nor did they have any interests, either direct or indirect, in any assets which have been, since 30 June 2008 (being the date to which the latest published audited accounts of the Group were made up), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

9. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (other than contracts entered into in the ordinary course of business) which have been entered into by the Group in the two years immediately preceding the date of this circular and are or may be material.

• (a) a preliminary conditional sale and purchase agreement dated 30 April 2009 entered into between Universe Property and the Purchaser in relation to the sale and purchase of the Property for a total consideration of HK$28,000,000 (the “Preliminary Agreement”); and

• (b) a conditional sale and purchase agreement dated 15 May 2009 between Universe Property and the Purchaser in relation to the sale and purchase of the Property for a total consideration of HK$28,000,000 which supersedes the Preliminary Agreement.

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APPENDIX III

10. MISCELLANEOUS

• (a) The secretary and financial controller of the Company is Mr. Chan Hau Chuen, who is a fellow member of the Association of Chartered Certified Accountants and an associate member of The Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and its principal place of business is at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong.

• (c) The share registrar of the Company in Hong Kong is Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the Company’s principal place of business in Hong Kong at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong during normal business hours on any weekday (public holidays excepted) from the date of this circular up to and including 12 June 2009:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the annual reports of the Company for the year ended 30 June 2007 and 30 June 2008 respectively;

• (c) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix; and

• (d) the letter of consent as set out in the section headed “Qualification and Consent of Expert” in this appendix.

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