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 AND CONNECTED TRANSACTION RELATING TO DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL IN UNIVERSE PROPERTY INVESTMENT LIMITED AND JOY TALENT INVESTMENT LIMITED AND

CONTINUING CONNECTED TRANSACTIONS RELATING TO LEASING OF WYLER CENTRE PROPERTIES

DISCLOSEABLE AND CONNECTED TRANSACTION

The Board announces that on 10 December 2013 (after trading hours of the Stock Exchange), the JT Vendor entered into the JT Agreement with the Purchaser pursuant to which the JT Vendor agreed to sell, and Purchaser agreed to purchase, the JT Sale Share for the JT Consideration of HK$6,277,000.

The Board further announces that on 10 December 2013 (after trading hours of the Stock Exchange), the UPI Vendors entered into the UPI Agreement with the Purchaser pursuant to which the UPI Vendors agreed to sell, and Purchaser agreed to purchase, the UPI Sale Share for the UPI Consideration of HK$73,862,000.

The net proceeds (after deducting the estimated direct expenses for the Disposal) arising from the Disposal are expected to be approximately HK$78,488,000. The Company intends to utilise the net proceeds from the Disposal for general working capital and for development of new investment opportunities including, but not limited to, online entertainment and other cultural-related businesses. The net proceeds from the Disposal, to the extent that the above intended uses have not yet been implemented, may be used by the Group for treasury purposes.

The expected net gain to be derived from the Disposal will amount to approximately HK$42,319,000, which represents the difference between (1) the net proceeds of approximately HK$78,488,000 (after deducting the estimated direct expenses for the Disposal) arising from the Disposal; and (2) the aggregate sum of the carrying amounts of the net assets value of JT and UPI of approximately HK$36,169,000 in the consolidated financial statements of the Group as at 30 November 2013. Such calculation is only an estimate provided for illustrative purpose and the accounting treatment of the Disposal will be further discussed with auditors of the Group.

for identification purposes only

The JT Agreement and the UPI Agreement are interconditional. Each of the JT Completion and the UPI Completion is also subject to certain other conditions as described in this announcement below and will take place simultaneously.

As the relevant applicable percentage ratios of the Disposal calculated in accordance with Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules. Since the Purchaser is the Chairman of the Company and an executive Director, and is therefore a Connected Person of the Company; and the Considerations exceed HK$10,000,000, the Disposal is also subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Company will convene the SGM to approve, among other things, the S&P Agreements and the transactions contemplated therein. Globalcrest, Mr. Lam and their respective associates will abstain from voting at the SGM.

The Independent Board Committee has been established to advise and give recommendations to the Independent Shareholders regarding the S&P Agreements. An independent financial adviser will be appointed by the Group to advise the Independent Board Committee and the Independent Shareholders on the S&P Agreements. A circular containing, among other things, (1) further details of the S&P Agreements; (2) financial and other information on the Group; (3) the letter of the Independent Board Committee setting out its opinion on the S&P Agreements and its recommendations to Independent Shareholders; (4) the letter of the independent financial adviser to the Independent Board Committee and Independent Shareholders setting out its opinion on the S&P Agreements; (5) the formal valuation report on the Properties; and (6) the notice convening the SGM, will be sent to the Shareholders on or before 3 January 2014 in accordance with the Listing Rules.

CONTINUING CONNECTED TRANSACTIONS

Prior to the UPI Agreement, the Group has been using the Wyler Centre Properties for warehouse, ancillary office and carparking uses. Upon the UPI Completion, the Group will continue to use the Wyler Centre Properties and will through UDE enter into the Tenancy Agreement with UPI.

The monthly rental under the Tenancy Agreement was determined after arm’s length negotiation between the parties with reference to the Rental Valuation performed by RAL on 30 November 2013.

Upon the UPI Completion, UPI will be beneficially owned by Mr. Lam who is a Connected Person. Accordingly, the Tenancy Agreement will constitute continuing connected transactions for the Company under the Listing Rules. The applicable percentage ratios for the Continuing Connected Transactions contemplated under the Tenancy Agreement are less than 5%. Therefore, the Tenancy Agreement will satisfy the exemption under Rule 14A.34(1) of the Listing Rules and will only be subject to the reporting and the announcement requirements set out in Rules 14A.45 to 14A.47, the annual review requirements set out in Rules 14A.37 to 14A.40, of the Listing Rules, and will be exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. If the Tenancy Agreement is materialised, appropriate disclosure of the transactions contemplated under the Tenancy Agreement will be made in the next published annual reports and accounts of the Company in accordance with the Listing Rules.

A. DISCLOSEABLE AND CONNECTED TRANSACTION

1. The JT Agreement

Date

10 December 2013

Parties

(1) UFH as the JT Vendor

The JT Vendor is an indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding in Hong Kong.

(2) Mr. Lam, as the Purchaser

Sale and Purchase

Pursuant to the JT Agreement, the JT Vendor agreed to sell, and the Purchaser agreed to purchase, the JT Sale Share representing the entire issued share capital in JT subject to the terms contained therein. The principal assets of JT consist of the PRC Property.

The PRC Property comprises an office unit with a gross floor area of 3,029 square foot in a large scale residential/office/commercial composite development, known as Jianwai SOHO, completed in about 2006. The land use rights of the PRC Property have been granted for a term expiring on 4 August 2052 for office use. The PRC Property was acquired by the Group in 2006 and has been held for use by the Group.

JT Consideration

The JT Consideration in the sum of HK$6,277,000 is payable in cash by the Purchaser to the JT Vendor in the following manner:

(1) as to HK$313,850 being 5% of the JT Consideration will be payable as deposit to the JT Vendor within 5 business days of the date of the JT Agreement; and
(2) as to HK$5,963,150 being 95% of the JT Consideration will be payable to the JT Vendor on the JT Completion.

The JT Consideration was arrived at after arm’s length negotiations between the JT Vendor and the Purchaser after taking into account (i) the unaudited net liabilities value of JT of approximately HK$1,846,000 as at 30 November 2013; (ii) the increase in the fair value of the PRC Property of approximately HK$8,123,000 as compared to its net carrying value of approximately HK$5,191,000 as at 30 November 2013, which is based on the valuation of the PRC Property of approximately HK$13,314,000 (RMB10,380,000) as at 30 November 2013 performed by RAL.

On JT Completion, Mr. Lam agreed to settle a debt of approximately HK$6,428,513 owed by JT to JT Vendor on behalf of JT. Apart from such debt, there is no other inter-company balances between JT and other members of the Group which required to be settled on JT Completion.

If the JT Completion does not take place by, or the JT Agreement is rescinded before, 30 April 2014 or such other date as the JT Vendor and the Purchaser may agree in writing, the said deposit shall be refunded to the Purchaser without interest.

Conditions Precedent

The JT Agreement and the UPI Agreement are interconditional.

The JT Completion is conditional upon:

(1) all requirements imposed by the Stock Exchange under the Listing Rules or otherwise in connection with the transactions contemplated by the JT Agreement having been fully complied with;
(2) 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 entry into and the implementation of the JT Agreement, having been obtained;
(3) the passing by the independent shareholders of the Company in the SGM by way of poll of resolution(s) approving, amongst other things, the transactions contemplated under the JT Agreement and the implementation of such transactions;
(4) the warranties, representations and undertakings of the JT Vendor being true and accurate in all material respects when made, and being true and accurate in all material respects on the date of the JT Completion; and
(5) the UPI Agreement having become unconditional in all respects save as regards any condition requiring the JT Agreement to become unconditional.

JT Completion

It is provided in the JT Agreement that the JT Completion will take place on or before 30 April 2014. The JT Completion and the UPI Completion will take place simultaneously. Upon JT Completion, JT will cease to be a subsidiary of the Company.

If any of the above conditions precedent shall not have been fulfilled (or waived in accordance with the terms of the JT Agreement) by 30 April 2014 or such other date as the JT Vendor and the Purchaser may agree in writing, then the JT Agreement shall be null and void and of no effect. Only the condition precedent in (4) above may be waived by the Purchaser.

2. The UPI Agreement

Date

10 December 2013

Parties

(1) UFH and ULV as the UPI Vendors

The UPI Vendors are both indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding in Hong Kong and distribution of films in various videogram formats in Hong Kong, respectively

(2) Mr. Lam, as the Purchaser

Sale and Purchase

Pursuant to the UPI Agreement, the UPI Vendors agreed to sell, and the Purchaser agreed to purchase, the UPI Sale Shares representing the entire issued share capital in UPI subject to the terms contained therein. The principal assets of UPI consist of the HK Properties.

The HK Properties comprise the following:

(1) HK Property 1 – an industrial unit on the 18th Floor of a 28-storey industrial building over a 2-storey lorry/car parking podium plus a 2-level basement (with a saleable area of approximately 13,983 square foot). The building was completed in 1989;
(2) HK Property 2 to HK Property 6 – 5 carparking spaces on the 2nd Floor of a 28-storey industrial building over a 2-storey lorry/car parking podium plus a 2-level basement. The building was completed in 1989;
(3) HK Property 7 – an industrial unit on the 18th Floor of a 28-storey industrial building over a 2-storey lorry/car parking podium plus a 2-level basement (with a saleable area of approximately 5,087 square foot). The building was completed in 1989;
(4) HK Property 8 – a detached house situated in a large-scale low-rise residential development known as Fairview Park which was completed in 1977. The property has a gross floor area of about 1,297 square foot; and
(5) HK Property 9 – a unit on the 16th Floor of a 26-storey industrial building including 2-storey car park podium known as Golden Dragon Industrial Centre completed in 1978. The property has a saleable floor area of about 1,000 square foot.

HK Property 1 to HK Property 6 have been held for use by the Group for more than 10 years; HK Property 7 has been held for investment purpose for more than 10 years; and HK Property 8 to HK Property 9 have been held for investment purpose for more than 2 years.

UPI Consideration

The UPI Consideration in the sum of HK$73,862,000 is payable in cash by the Purchaser to the UPI Vendors in the following manner:

(1) as to HK$3,693,100 being 5% of the UPI Consideration will be payable as deposit to the UPI Vendors within 5 business days of the date of the UPI Agreement; and
(2) as to HK$70,168,900 being 95% of the UPI Consideration will be payable to the UPI Vendor on the UPI Completion.

The HK Properties owned by UPI were valued at approximately HK$73,620,000, which is based on the valuation report as at 30 November 2013 performed by RAL. After taking into account of the HK Properties’ valuation as at 30 November 2013 performed by RAL, the unaudited net assets value of UPI is approximately HK$73,862,000 as at 30 November 2013. The UPI Consideration was arrived at after arm’s length negotiations between the UPI Vendors and the Purchaser after taking into account the unaudited net assets value of UPI of approximately HK$73,862,000 as at 30 November 2013.

There is no inter-company balances between UPI and other members of the Group which required to be settled on UPI Completion.

If the UPI Completion does not take place by, or the UPI Agreement is rescinded before, 30 April 2014 or such other date as the UPI Vendors and the Purchaser may agree in writing, the said deposit shall be refunded to the Purchaser without interest.

Conditions Precedent

The UPI Agreement and the JT Agreement are interconditional.

The UPI Completion is conditional upon:

(1) all requirements imposed by the Stock Exchange under the Listing Rules or otherwise in connection with the transactions contemplated by the UPI Agreement having been fully complied with;
(2) 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 entry into and the implementation of the UPI Agreement, having been obtained;
(3) the passing by the independent shareholders of the Company in the SGM by way of poll of resolution(s) approving, amongst other things, the transactions contemplated under the UPI Agreement and the implementation of such transactions;
(4) the warranties, representations and undertakings of the UPI Vendor being true and accurate in all material respects when made, and being true and accurate in all material respects on the date of the UPI Completion; and
(5) the JT Agreement having become unconditional in all respects save as regards any condition requiring the UPI Agreement to become unconditional.

UPI Completion

It is provided in the UPI Agreement that the UPI Completion will take place on or before 30 April 2014. The UPI Completion and the JT Completion will take place simultaneously. Upon the UPI Completion, UPI will cease to be a subsidiary of the Company.

If any of the above conditions precedent shall not have been fulfilled (or waived in accordance with the terms of the UPI Agreement) by 30 April 2014 or such other date as the UPI Vendors and the Purchaser may agree in writing, then the UPI Agreement shall be null and void and of no effect. Only the condition precedent in (4) above may be waived by the Purchaser.

3. Information on JT and UPI

JT was incorporated under the Companies Ordinance and an indirect wholly-owned subsidiary of the Company. JT is principally engaged in property holding. JT is held by the JT Vendor for the sole purpose of holding the PRC Property. The PRC Property was stated at its cost less accumulated depreciation at each balance sheet date in the financial statements of JT and the consolidated financial statements of the Group. The following are the financial information of JT for the two years ended 30 June 2012 and 30 June 2013 and 5 months period ended 30 November 2013, which were prepared in accordance with the Hong Kong Financial Reporting Standards:

			5 months
	Year ended	Year ended	period ended
	30 Jun 2012	30 Jun 2013	30 Nov 2013
	HK$’000	HK$’000	HK$’000
Total assets	5,388	5,251	5,194
Net (liabilities)	(1,440)	(1,745)	(1,846)
(Loss) before tax and extraordinary items	(334)	(305)	(101)
(Loss) after tax and extraordinary items	(334)	(305)	(101)

UPI was incorporated under the Companies Ordinance and an indirect wholly-owned subsidiary of the Company. UPI is principally engaged in property holding. UPI is held by the UPI Vendors for the sole purpose of holding the HK Properties. The HK Properties were stated at its fair value at each balance sheet date in the financial statements of UPI. In the consolidated financial statements of the Group, the Wyler Centre Properties were stated at its cost less accumulated depreciation, while the other HK Properties (excluding the Wyler Centre Properties) were stated at its fair value at each balance sheet. The following are the financial information of UPI for the two years ended 30 June 2012 and 30 June 2013 and 5 months period ended 30 November 2013, which were prepared in accordance with the Hong Kong Financial Reporting Standards:

			5 months
	Year ended	Year ended	period ended
	30 Jun 2012	30 Jun 2013	30 Nov 2013
	HK$’000	HK$’000	HK$’000
Total assets	94,773	110,741	74,110
Net assets	80,142	95,225	73,862
Profit before tax and extraordinary items
(note 1)	4,542	14,991	5,743
Profit after tax and extraordinary items
(note 1)	4,643	15,083	5,765

Note 1: These included the fair value gains of the HK Properties of approximately HK$5,150,000, HK$15,500,000 and HK$5,920,000 for the year ended 30 June 2012, year ended 30 June 2013 and 5 months period ended 30 November 2013, respectively.

The PRC Property and the HK Properties were valued at RMB10,380,000 (approximately HK$13,314,000) and HK$73,620,000 respectively as at 30 November 2013 by RAL, representing a valuation for the Properties of approximately HK$86,934,000 as at 30 November 2013 by RAL.

4. Reasons and Benefits of the Disposal

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 Properties form part of the properties acquired by the Group in the past. Given that the recent real property markets in the PRC and Hong Kong have been quite buoyant and the values of the Properties have appreciated, the Directors consider that it is in the interests of the Company and the Shareholders to dispose of the Properties capitalising on favourable market conditions to realize capital gain and enhance the working capital of the Group.

The Directors (excluding Mr. Lam but including the independent non-executive Directors) considered that the terms of the S&P Agreements (including the Considerations) are on normal commercial terms and are fair and reasonable, and the entering into of the S&P Agreements is in the interests of the Company and the Shareholders as a whole.

5. Financial Effect of the Disposal and Use of Proceeds

The net proceeds (after deducting the estimated direct expenses for the Disposal) arising from the Disposal are expected to be approximately HK$78,488,000. The Company intends to utilise the net proceeds from the Disposal for general working capital and for development of new investment opportunities including, but not limited to, online entertainment and other culturalrelated businesses. The net proceeds from the Disposal, to the extent that the above intended uses have not yet been implemented, may be used by the Group for treasury purposes.

6. Listing Rules Implications and General Information

B. CONTINUING CONNECTED TRANSACTIONS

1. Tenancy Agreement

Prior to the UPI Agreement, the Group has been using the Wyler Centre Properties for warehouse, ancillary office and carparking uses. Upon the UPI Completion, the Group will continue to use the Wyler Centre Properties for the same purposes and will through UDE enter into the Tenancy Agreement with UPI.

Parties

(1) UPI as landlord
(2) UDE as tenant

UDE is an indirect wholly-owned subsidiary of the Company and is principally engaged in the distribution of films in various videogram formats in Hong Kong

Premises

The Wyler Centre Properties

Saleable Area (excluding HK Property 2 to HK Property 6)

Approximately 13,983 square foot

Term

36 months commencing from the date of the UPI Completion

Rental

HK$244,000 per month (exclusive of Rates, Government Rent and management fee) payable monthly

The annual rental (inclusive of Rates, Government Rent and management fee) paid by the Group to UPI in respect of the Wyler Centre Properties for the financial years ended 30 June 2012, 30 June 2013 and 5 months period ended 30 November 2013 was HK$600,000, HK$600,000 and HK$205,000, respectively. Assuming the term of the Tenancy Agreement commences at the beginning of February 2014 when the UPI Completion is expected to occur, the annual rental expected to be paid by the Group to UPI in respect of the Wyler Centre Properties for the financial year ending 30 June 2014 will be approximately HK$1,220,000.

Annual Cap

Based on the monthly rental of HK$244,000 payable under the Tenancy Agreement, the maximum aggregate amount payable under the Continuing Connected Transactions for the 5 months ending 30 June 2014 (assuming the term of the Tenancy Agreement commences at the beginning of February 2014 when the UPI is expected to Completion occur), 12 months ending 30 June 2015, 12 months ending 30 June 2016 and 7 months ending 31 January 2017 will not exceed HK$1,220,000, HK$2,928,000, HK$2,928,000 and HK$1,708,000, respectively.

2. Reasons for the Continuing Connected Transactions

As the Group has been using the Wyler Centre Properties since early 2000, the Directors consider that there will be considerable time and cost saving (in terms of relocation and renovation) for the Group to continue to lease the Wyler Centre Properties from UPI.

The terms of the Tenancy Agreement (including the monthly rental) were arrived at after arm’s length negotiations between the Group and UPI with reference to the Rental Valuation performed by RAL as at 30 November 2013.

The Directors (except Mr. Lam who abstained from participating in the approval of the Tenancy Agreement due to his material interests therein), including the independent non-executive Directors, consider that the Continuing Connected Transactions are in the ordinary and usual course of business of the Company; and the terms of the Tenancy Agreement are based on normal commercial terms and are fair and reasonable and in the interests of the Company and its shareholders as a whole.

3. Listing Rules Implications

Upon the UPI Completion, UPI will be beneficially owned by Mr. Lam who is a Connected Person. Accordingly, the Tenancy Agreement will constitute continuing connected transactions for the Company under the Listing Rules. The applicable percentage ratios for the Continuing Connected Transactions are less than 5%. Therefore, the Tenancy Agreement will satisfy the exemption under Rule 14A.34(1) of the Listing Rules and will only be subject to the reporting and the announcement requirements set out in Rules 14A.45 to 14A.47, the annual review requirements set out in Rules 14A.37 to 14A.40, of the Listing Rules, and will be exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. If the Tenancy Agreement is materialised, appropriate disclosure of the transactions contemplated under the Tenancy Agreement will be made in the next published annual reports and accounts of the Company in accordance with the Listing Rules.

DEFINITIONS

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

“associate(s)”	has the meaning ascribed to it in the Listing Rules
“Board”	the board of Directors
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the Shares are listed on the Stock
	Exchange
“Companies Ordinance”	Companies Ordinance, Chapter 32 of the Laws of Hong Kong
“Connected Person”	has the meaning given to it under the Listing Rules
“Considerations”	the JT Consideration and the UPI Consideration
“Continuing Connected	the continuing connected transactions contemplated under the Tenancy
Transactions”	Agreement
“Director(s)”	the director(s) of the Company
“Disposal”	the UPI Disposal and the JT Disposal
“Globalcrest”	Globalcrest Enterprises Limited, a company incorporated in the British
	Virgin Islands with limited liability, the entire issued share capital
	of which is held by Central Core Resources Limited, the trustee of a
	discretionary trust under which certain immediate family members of
	Mr. Lam are discretionary objects, and a substantial shareholder of the
	Company
“Group”	the Company and its subsidiaries
“HK Property 1”	Unit 1 on 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road,
	Kwai Chung, New Territories, Hong Kong
“HK Property 2”	Car Parking Space No. P1 on 2nd Floor, Wyler Centre Phase II, 192-200
	Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
“HK Property 3”	Car Parking Space No. P24 on 2nd Floor, Wyler Centre Phase II, 192-200
	Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
“HK Property 4”	Car Parking Space No. P25 on 2nd Floor, Wyler Centre Phase II, 192-200
	Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
“HK Property 5”	Car Parking Space No. P26 on 2nd Floor, Wyler Centre Phase II, 192-200
	Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

“HK Property 6” Car Parking Space No. P41 on 2nd Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

“HK Property 7” Room B, Unit 2 on 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
“HK Property 8” No. 61, 1st Street, Section M, Fairview Park, Yuen Long, New Territories, Hong Kong
“HK Property 9” Factory K on 16th Floor of Block 3, Golden Dragon Industrial Centre, Nos. 172-180 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
“HK Properties” HK Property 1 to HK Property 9
“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
“Independent Board an independent committee of the Board comprising the three independent Committee” non-executive Directors formed for the purpose of advising and giving recommendation to the Independent Shareholders regarding the S&P Agreement
“Independent Shareholders” Shareholders other than Mr. Lam and Globalcrest and their respective associates, who do not have any material interest in the Disposal and the Continuing Connected Transactions
“JT” Joy Talent Investment Limited（俊宜投資有限公司）, a company incorporated under the Companies Ordinance with limited liability and an indirect wholly-owned subsidiary of the Company
“JT Agreement” the conditional agreement for sale and purchase dated 10 December 2013 entered into between the JT Vendor and the Purchaser in relation to the sale and purchase of the entire issued share capital in JT
“JT Completion” the completion of the sale and purchase of the JT Sale Share under the JT Agreement
“JT Consideration” HK$6,277,000, being the total consideration payable by the Purchaser to the JT Vendor in cash under the JT Agreement
“JT Sale Share” one ordinary share of HK$1.00 in the capital of JT beneficially owned by UFH
“JT Disposal” the disposal of the JT Sale Shares by the JT Vendor to the Purchaser pursuant to the terms and conditions of the JT Agreement
“JT Vendor”

UFH

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

“Mr. Lam”	Mr. Lam Shiu Ming, Daneil, the Chairman and an executive Director
“PRC”	the People’s Republic of China excluding Hong Kong for the purpose of
	this announcement
“PRC Property”	No. 1501, 15th Floor, Block 24, Jianwai SOHO, No. 39 Dongsanhuan
	Zhonglu Road Chaoyang District, Beijing, PRC
“Properties”	the HK Properties and the PRC Property
“Purchaser”	Mr. Lam
“RAL”	Roma Appraisals Limited, an independent qualified valuer
“Rental Valuation”	HK$244,000 per month, being the market rental of the Wyler Centre
	Properties as at 30 November 2013 performed by RAL
“RMB”	Renminbi, the lawful currency of the PRC
“S&P Agreements”	the UPI Agreement and the JT Agreement
“SGM”	the special general meeting of the Company to be convened to consider
	and, if thought fit, approve, among other things, the S&P Agreements and
	the transactions contemplated therein
“Shares”	the shares of HK$0.02 each in the capital of the Company
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Tenancy Agreement”	the tenancy agreement to be entered into between UPI as landlord and the
	UDE as tenant upon the UPI Completion on terms as set out therein
“UDE”	Universe Digital Entertainment Limited（寰宇數碼娛樂有限公司）,
	a company incorporated under the Companies Ordinance with limited
	liability and an indirect wholly-owned subsidiary of the Company
“UFH”	Universe Films (Holdings) Limited, a company incorporated under the
	laws of the British Virgin Islands with limited liability and a direct wholly-
	owned subsidiary of the Company
“ULV”	Universe Laser & Video Co., Limited（寰宇鐳射錄影有限公司）,
	a company incorporated under the Companies Ordinance with limited
	liability and an indirect wholly-owned subsidiary of the Company

“UPI” Universe Property Investment Limited（寰宇物業投資有限公司）, a company incorporated under the Companies Ordinance with limited liability and an indirect wholly-owned subsidiary of the Company

“UPI Agreement” the conditional agreement for sale and purchase dated 10 December 2013 entered into between the UPI Vendors and the Purchaser in relation to the sale and purchase of the entire issued share capital in UPI

“UPI Completion” the completion of the sale and purchase of the UPI Sale Shares under the UPI Agreement

“UPI Consideration” HK$73,862,000, being the total consideration payable by the Purchaser to the UPI Vendors in cash under the UPI Agreement
“UPI Disposal”

the disposal of the UPI Sale Shares by the UPI Vendors to the Purchaser pursuant to the terms and conditions of the UPI Agreement

“UPI Sale Shares”
two ordinary shares of HK$1.00 each in the capital of UPI beneficially owned by UFH
“UPI Vendors”

UFH and ULV

“Vendor” Universe Films Distribution Company Limited（寰宇影片發行有限公司）, a company incorporated under the Companies Ordinance

“Wyler Centre Properties” HK Property 1 to HK Property 6
“%” per cent

For illustration purpose only, amounts denominated in RMB have been converted into HK$ at a rate of RMB1.00 to HK$1.2826.

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

Hong Kong, 10 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 Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung as independent non-executive Directors.

AI assistant

Sinopec Engineering Group Co Ltd. Capital/Financing Update 2013

14896_rns_2013-12-10_46f0fa74-7078-4317-8ba0-9bd9a73db07d.pdf

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

CONTINUING CONNECTED TRANSACTIONS RELATING TO LEASING OF WYLER CENTRE PROPERTIES

DISCLOSEABLE AND CONNECTED TRANSACTION

CONTINUING CONNECTED TRANSACTIONS

A. DISCLOSEABLE AND CONNECTED TRANSACTION

1. The JT Agreement

Date

Parties

Sale and Purchase

JT Consideration

Conditions Precedent

JT Completion

2. The UPI Agreement

Date

Parties

Sale and Purchase

UPI Consideration

Conditions Precedent

UPI Completion

3. Information on JT and UPI

4. Reasons and Benefits of the Disposal

5. Financial Effect of the Disposal and Use of Proceeds

6. Listing Rules Implications and General Information

B. CONTINUING CONNECTED TRANSACTIONS

1. Tenancy Agreement

Parties

Premises

Saleable Area (excluding HK Property 2 to HK Property 6)

Term

Rental

Annual Cap

2. Reasons for the Continuing Connected Transactions

3. Listing Rules Implications

DEFINITIONS

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

14896_rns_2013-12-10_46f0fa74-7078-4317-8ba0-9bd9a73db07d.pdf

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

CONTINUING CONNECTED TRANSACTIONS RELATING TO LEASING OF WYLER CENTRE PROPERTIES

DISCLOSEABLE AND CONNECTED TRANSACTION

CONTINUING CONNECTED TRANSACTIONS

A. DISCLOSEABLE AND CONNECTED TRANSACTION

1. The JT Agreement

Date

Parties

Sale and Purchase

JT Consideration

Conditions Precedent

JT Completion

2. The UPI Agreement

Date

Parties

Sale and Purchase

UPI Consideration

Conditions Precedent

UPI Completion

3. Information on JT and UPI

4. Reasons and Benefits of the Disposal

5. Financial Effect of the Disposal and Use of Proceeds

6. Listing Rules Implications and General Information

B. CONTINUING CONNECTED TRANSACTIONS

1. Tenancy Agreement

Parties

Premises

Saleable Area (excluding HK Property 2 to HK Property 6)

Term

Rental

Annual Cap

2. Reasons for the Continuing Connected Transactions

3. Listing Rules Implications

DEFINITIONS

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Sinopec Engineering Group Co Ltd. Capital/Financing Update 2013