Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2013

Dec 16, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 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: CONVERSION OF SUNCORP CN

CONVERSION OF SUNCORP CN

Weluck, a wholly-owned subsidiary of the Company, on 16 December 2013 (after trading hour), served the conversion notice to Suncorp to exercise the conversion rights attached to the Suncorp CN in the principal amount of HK$2,000,000. Such conversion would entitle Weluck to subscribe for an aggregate of 20,000,000 Suncorp Conversion Shares, representing approximately 4.38% of the issued share capital of Suncorp as at 30 November 2013 as enlarged by the issue of such Suncorp Conversion Shares (assuming that there is no change in the issued share capital from the date of this announcement up to the issue of such Suncorp Conversion Shares).

Weluck conditionally subscribed for the Suncorp CN on 5 December 2013. The Suncorp CN was issued to Weluck on 13 December 2013. The subscription of the Suncorp CN does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

As the applicable percentage ratios as defined under the Listing Rules in respect of the Conversion are more than 5% but less than 25%, the Conversion constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

CONVERSION OF SUNCORP CN

Introduction

Weluck, a wholly-owned subsidiary of the Company, on 16 December 2013 (after trading hour), served the conversion notice to Suncorp to exercise the conversion rights attached to the Suncorp CN in the principal amount of HK$2,000,000. Weluck conditionally subscribed for the Suncorp CN on 5 December 2013. The Suncorp CN was issued to Weluck on 13 December 2013. The subscription of the Suncorp CN does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

• for identification purposes only

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Principal terms of the Suncorp CN are summarised below:

(1) Principal amount

HK$2,000,000

(2) Interest rate

One (1) per cent per annum

(3) Maturity Date

Two (2) years from the date of issue of the Suncorp CN. The Suncorp CN were issued to Weluck on 13 December 2013.

(4) Conversion period

The holders of Suncorp CN will be able to convert the outstanding principal amount of the Suncorp CN in whole or in part into Suncorp Conversion Shares at any time following the date of issue until the Maturity Date.

(5) Conversion price

The prevailing conversion price is HK$0.1 per Suncorp Conversion Share, subject to customary adjustments in certain events, including share consolidation, share subdivision, capitalization issues, capital distribution, rights issue and issues of other securities.

(6) Transferability

The Suncorp CN will be transferable with the consent of Suncorp and that the Suncorp CN can only be transferred to a connected person of Suncorp if prior written consent of Suncorp is obtained.

(7) Voting

Holders of the Suncorp CN will not be entitled to receive notice of, attend or vote at any meeting of Suncorp by reason only of them being holders of the Suncorp CN.

(8) Ranking

The Suncorp Conversion Shares to be issued upon the exercise of the conversion rights attaching to the Suncorp CN will rank pari passu in all respects with all other shares of Suncorp outstanding on the date the name of the noteholder is entered on the register of the members of Suncorp as a holder of the Suncorp Conversion Shares.

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(9) Suncorp Conversion Shares

Upon exercise in full of the conversion rights attaching to the Suncorp CN held by Weluck at the prevailing conversion price of HK$0.1 per Suncorp Conversion Share, a total of 20,000,000 Suncorp Conversion Shares will fall to be allotted and issued by Suncorp.

It is a term of the Suncorp CN that the conversion rights attaching to the Suncorp CN cannot be exercised (and accordingly Suncorp will not issue the Suncorp Conversion Shares) if and to the extent that the total number of the Suncorp Conversion Shares (together with other shares of Suncorp) with voting rights held by the holder of the Suncorp CN in question and parties acting in concert with it within the meaning of the Code on Takeovers and Mergers immediately after the issue of the relevant Suncorp Conversion Shares would be 30% or more of the enlarged issued share capital of Suncorp.

(10) Redemption

Suncorp shall be entitled to redeem the Suncorp CN at 103% of the face value of the Suncorp CN prior to the Maturity Date and at 100% of the face value of the Suncorp CN on the Maturity Date.

In the event that Suncorp gives notice of redemption and receives a conversion notice under the Suncorp CN on the same date (regardless of the time), the notice of redemption shall take priority against the conversion notice.

Conversion

The Conversion is in respect of the Suncorp CN in the principal amount of HK$2,000,000 held by Weluck. The Conversion will entitle Weluck to receive an aggregate of 20,000,000 Suncorp Conversion Shares, such Suncorp Conversion Shares represent approximately 4.38% of the issued share capital of Suncorp as at 30 November 2013 as enlarged by the issue of such Suncorp Conversion Shares (assuming that there is no change in the issued share capital from the date of this announcement up to the issue of such Suncorp Conversion Shares).

Weluck is not required to pay to Suncorp any additional consideration for the Conversion.

Immediately following the Conversion, Weluck will not hold any Suncorp CN.

The conversion price of HK$0.10 per Suncorp Conversion Share represents 96.89% discount to the closing price of shares of Suncorp of HK$3.22 on 16 December 2013.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Suncorp and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

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INFORMATION ON SUNCORP GROUP

Suncorp is an investment holding company and it also provides corporate management services. Its subsidiaries are principally engaged in the provision of assembly service of telephone and related products and the sales and marketing of residential telephone products under its licence arrangements under the Motorola brand.

Set out below is a summary of certain consolidated financial information of Suncorp Group for the two years ended 31 December 2012 and the six months ended 30 June 2013 (as extracted from the annual reports and interim report of Suncorp):

	For the	For the	For the
	6 months ended	year ended	year ended
	30 June 2013	31 December 2012	31 December 2011
	(HK$’000)	(HK$’000)	(HK$’000)
	Approximately	Approximately	Approximately
	(Unaudited)	(Audited)	(Audited)
Turnover	174,112	349,626	237,038
Net loss before tax	12,325	27,811	65,127
Net loss after tax	12,325	27,811	67,728

As at 30 June 2013, the unaudited total assets value and net liabilities of Suncorp Group are approximately HK$51,713,000 and HK$68,819,000 respectively.

For further information on Suncorp, please refer to the public information it has published on the website of the Stock Exchange.

INFORMATION ON THE GROUP

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

REASONS FOR AND BENEFITS OF THE CONVERSION

The Directors consider that the exercise of the conversion rights attached to the Suncorp CN will enhance the liquidity of such investment and depending on the market price of the shares of Suncorp, can also enhance the return to Shareholders.

The Directors (including the independent non-executive Directors) are of the view that the Conversion is in the interests of the Company and the Shareholders as a whole.

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DISCLOSEABLE TRANSACTION

As the applicable percentage ratios as defined under the Listing Rules in respect of the Conversion are more than 5% but less than 25%, the Conversion constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

“Board” the board of Directors “Company” Universe International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Conversion” the conversion of HK$2,000,000 of the principal amount of the Suncorp CN by Weluck to subscribe for an aggregate of 20,000,000 Suncorp Conversion Shares “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “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 “Maturity Date” the date falling 24 months from the date of the issue of the Suncorp CN “Shareholders” holders of the shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Suncorp” Suncorp Technologies Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1063) “Suncorp CN” the one (1) per cent. interest convertible notes due 2015 issued by Suncorp on 13 December 2013 in the principal amount of HK$2,000,000 and subscribed by the Company on 5 December 2013

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“Suncorp Conversion the shares of Suncorp of par value of HK$0.003 each to be allotted and Share(s)” issued upon exercise of the conversion rights attached to the Suncorp CN

“Suncorp Group”

Suncorp and its subsidiaries from time to time

“Weluck” Weluck Development Limited, a company incorporated in the British Virgin Islands with limited liability, which as at the date of this announcement is a wholly-owned subsidiary of the Company

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

On behalf of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 16 December 2013

As at the date of this announcement, the Board comprises Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun as executive Directors and Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tai as independent non-executive Directors.

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