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

Dec 5, 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.

COMPUTECH HOLDINGS LIMITED 駿科網絡訊息有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8081)

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTIONS: FORMATION OF JOINT VENTURE

THE JV AGREEMENT

The boards of directors of Computech and Universe International are pleased to announce that after trading hours on 5 December 2013, Computech and Ample China, a wholly-owned subsidiary of Universe International entered into the JV Agreement, in relation to the establishment of the JV Company, which will be principally engaged in, development and sale of computer and mobile phone games.

RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the establishment of the JV Company are more than 5% but less than 25%, the establishment of the JV Company constitutes a discloseable transaction for Computech under the GEM Listing Rules and is subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. As the applicable percentage ratios (as defined under the Listing Rules) in respect of the establishment of the JV Company are more than 5% but less than 25%, the establishment of the JV Company constitutes a discloseable transaction for Universe International under the Listing Rules and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

The boards of directors of Computech and Universe International are pleased to announce that after trading hours on 5 December 2013, Computech and Ample China, a wholly-owned subsidiary of Universe International, entered into the JV Agreement, in relation to the establishment of the JV Company. Major terms of the JV Agreement are set out below.

• for identification purposes only

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THE JV AGREEMENT

Date:

5 December 2013

Parties:

• (1) Computech, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on GEM (Stock Code: 8081); and

• (2) Ample China, a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding, being a wholly-owned subsidiary of Universe International, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1046).

To the best of the knowledge, information and belief of the directors of Computech, having made all reasonable enquiry, Universe International and its ultimate beneficial owners are third parties independent of Computech and its connected persons (as defined in the GEM Listing Rules).

To the best of the knowledge, information and belief of the directors of Universe International, having made all reasonable enquiry, Computech and its ultimate beneficial owners are third parties independent of Universe International and its connected persons (as defined in the Listing Rules).

Establishment of the JV Company

Computech and Ample China have conditionally agreed to establish the JV Company which shall be incorporated in Hong Kong or overseas as agreed by the JV Parties and the shares of which will be owned as to 50% by Computech and 50% by Ample China.

It is proposed that upon the incorporation of the JV Company, the JV Company will be principally engaged in the development and sale of computer and mobile phone games.

Conditions Precedent

The JV Company shall be established within three months after the following conditions being satisfied:

• (1) Universe International and Computech having completed and been satisfied with the results of the due diligence review conducted against each other in relation to the JV Agreement, financial, organisational structure, laws, operation and other matters in accordance with the JV Agreement; and

• (2) Computech having completed the acquisition of certain equity interests in a company to be incorporated in the British Virgin Island, details of which are disclosed in the announcement of Computech dated 22 November 2013.

If the Conditions Precedent shall not have been fulfilled in full on or before 31 August 2014, the JV Agreement shall be terminated.

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Capital contribution

The share capital of the JV Company shall be contributed by Computech and Universe International in proportion to their respective shareholdings in the JV Company within three months after the fulfilment of the Conditions Precedent. All capital contribution shall be contributed in cash.

Investment in the JV Company may be increased based on the development of the JV Company and the maximum investment in the JV Company shall be HK$40,000,000, which shall be contributed as to 50% by Computech and 50% by Ample China.

The maximum investment in the JV Company between the JV Parties was determined after arm’s length negotiation between the JV Parties having taken into account the expected working capital required for carrying out the principal activities of the JV Company.

The capital contribution to be contributed in the JV Company by Computech will be funded by the Computech Group’s internal resources and/or borrowings.

The capital contribution to be contributed in the JV Company by Ample China will be funded by the Universe International Group’s internal resources and/or borrowings.

Board composition

The board of directors of the JV Company shall consist of 4 directors. Each JV Party is entitled to nominate 2 directors to the board of directors of the JV Company. The chairman of the board of directors of the JV Company shall be nominated by Ample China.

Restriction on encumbrances and transfer of JV Shares

Unless with the written consent of the JV Parties, (i) no charges, encumbrances or other third party rights can be created upon the JV Share(s); and (ii) no sale, transfer or disposal of the JV Share(s) in any forms shall be allowed.

Deadlock

In the event that (i) a proposed resolution on any matters relating to the JV Company presented to the board of directors of or to a general meeting of the JV Company cannot been passed due to an equality voting for or against such resolution; and (ii) such matters are not able to be agreed between the relevant parties within two months of their having first been tabled at a board meeting or general meeting of the JV Company (as the case may be), any shareholder of the JV Company shall have the right to deliver a written notice to the other party requiring the other party to purchase its shares in the JV Company at a price to be determined by the auditor of the JV Company by reference to the valuation of the fair market value of the JV Company pursuant to the terms of the JV Agreement.

Pursuant to the terms of the JV Agreement, (i) any shareholder of the JV Company has the option to purchase the JV Shares of the out-going shareholder of the JV Company and (ii) where the JV Shares of the out-going shareholder of the JV Company are not purchased by any other shareholder of the JV Company within a specified period, the out-going shareholder of the JV Company is entitled to sell such JV Shares to any third party under the same condition(s) as that offered to the shareholder of the JV Company.

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No premium is paid or required to be paid by the JV Parties in respect of the acceptance of the right to elect to purchase the JV Shares of the out-going shareholder of the JV Company.

Further announcement(s) will be made by Computech at the time of exercise of the right to purchase the outgoing shareholder’s JV Shares in compliance with Rule 19.75(2) or any applicable rules of the GEM Listing Rules.

Further announcement(s) will be made by Universe International at the time of exercise of the right to purchase the out-going shareholder’s JV Shares in compliance with Rule 14.75(2) or any applicable rules of the Listing Rules.

INFORMATION ABOUT THE JV PARTIES

The Computech Group is principally engaged in (i) provision of IT services, including consultancy, technical support, systems integration, development and sales of relevant hardware and software products in Hong Kong; (ii) money lending business in Hong Kong; and (iii) provision of medical diagnostic and health check services.

The principal activity of Universe International is investment holding. The subsidiaries of Universe International are 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.

REASONS FOR AND BENEFITS OF THE ESTABLISHMENT OF THE JV COMPANY

The directors of Computech and Universe International believe that the establishment of the JV Company will enable the Computech Group and the Universe International Group to tap on the business in the development and sale of computer and mobile phone games. The Computech Group and the Universe International Group, through the JV Company, will be able to expose to opportunities in these areas with a view to bringing more returns to the shareholders of Computech and Universe International.

The directors of Computech are of the view that the terms of the JV Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Computech Group and the Computech Shareholders as a whole.

The directors of Universe International are of the view that the terms of the JV Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Universe International Group and the Universe International Shareholders as a whole.

RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the establishment of the JV Company are more than 5% but less than 25%, the establishment of the JV Company constitutes a discloseable transaction for Computech under the GEM Listing Rules and is subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. As the applicable percentage ratios (as defined under the Listing Rules) in respect of the establishment of the JV Company are more than 5% but less than 25%, the establishment of the JV Company constitutes a discloseable transaction for Universe International under the Listing Rules and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

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

“Ample China”	Ample China Development Limited, a company incorporated in
	Hong Kong with limited liability, being a wholly-owned subsidiary of
	Universe International
“Computech”	Computech Holdings Limited, a company incorporated in the Cayman
	Islands with limited liability and the issued shares of which are listed
	on GEM (Stock Code: 8081)
“Computech Group”	Computech and its subsidiaries
“Computech Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of Computech
“Computech Shareholders”	holders of the Computech Shares
“Conditions Precedent”	conditions precedent to the establishment of the JV Company as set out
	in the paragraph headed “Conditions Precedent” of this announcement
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“JV Agreement”	the joint venture agreement dated 5 December 2013 entered into
	between the JV Parties in relation to the establishment of the JV
	Company
“JV Company”	a joint venture company to be established in Hong Kong or overseas as
	agreed by the JV Parties in accordance with the terms and conditions of
	the JV Agreement
“JV Parties”	collectively, Computech and Ample China and a “JV Party” shall be
	construed accordingly
“JV Share(s)”	the share(s) of the JV Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“PRC”	the People’s Republic of China, which for the purpose of this
	announcement, excludes Hong Kong, the Macau Special Administrative
	Region and Taiwan
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Universe International”

Universe International Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1046)

“Universe International Group” Universe International and its subsidiaries “Universe International ordinary share(s) of HK$0.02 each in the share capital of Universe Share(s)” International

“Universe International Shareholders”

holders of the Universe International Shares

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

By order of the Board On behalf of the Board Computech Holdings Limited Universe International Holdings Limited Kwok Shun Tim Lam Shiu Ming, Daneil Executive Director Chairman and Executive Director

Hong Kong, 5 December 2013

As at the date of this announcement, the board of directors of Computech comprises (i) four executive directors of Computech, namely Mr. Yang Yue Zhou, Mr. Mak Kwong Yiu, Mr. Jiang Tan Shan and Mr. Kwok Shun Tim and (ii) three independent non-executive directors of Computech, namely Mr. Wong Siu Keung, Joe, Mr. Wong Ching Yip and Mr. Luk Chi Shing.

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

This announcement, for which the directors of Computech collectively and individually accept full responsibility, includes particulars given in the compliance with the GEM Listing Rules for the purpose of giving information with regard to Computech. The directors of Computech, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for a minimum period of seven days from the date of its publication and on the website of Computech at http://www.computech.com.hk.

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