Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2015

Jul 29, 2015

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 – PROVISION OF LOAN TO A THIRD PARTY

The Board announces that on 29 July 2015, the Lender entered into the Loan Agreement with the Borrower and the Guarantor, pursuant to which the Lender agreed to grant to the Borrower, an Independent Third Party, a loan in the principal amount of HK$23,000,000, bearing interest at a rate of 8.5% per annum for a period of six months.

As one of the applicable percentage ratios as defined under the Listing Rules in respect of the making of the Loan exceeds 5% and all applicable ratios are lower than 25%, the advance of the Loan constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is subject to notification and announcement requirements pursuant to Chapter 14 of the Listing Rules.

The Board announces that on 29 July 2015, the Lender entered into the Loan Agreement with the Borrower and the Guarantor, pursuant to which the Lender agreed to grant to the Borrower a loan in the principal amount of HK$23,000,000, bearing interest at a rate of 8.5% per annum for a period of six months.

The principal terms of the Loan Agreement are summarised as follows:

THE LOAN AGREEMENT

• Date : 29 July 2015 Lender : Universe Asia Finance Limited, a wholly-owned subsidiary of the Company. The Lender is a licensed money lender in Hong Kong under the Money Lenders Ordinance

Borrower : a company incorporated in Anguilla with limited liability, which is whollyowned by the Guarantor. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower and its ultimate beneficial owner is an Independent Third Party

• for identification purposes only

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• Guarantor : an individual, being on Independent Third Party and the sole shareholder of the Borrower

• Principal amount : HK$23,000,000

• Maturity date : a date falling on the same calendar date of the sixth month after the Drawdown Date and if such date is not a business day in Hong Kong, the immediately following business day

• Interest : 8.5% per annum

• Security : the Loan is secured by a guarantee given by the Guarantor in favour of the Lender for the due and punctual performance of the Borrower’s obligations under the Loan Agreement

Under the Loan Agreement, the Borrower shall repay and/or settle the full amount of the Loan on the Maturity Date and the interest accrued thereon shall be repaid by two instalments on the same calendar date of the third month after the Drawdown Date and on the Maturity Date respectively.

The Loan to be granted under the Loan Agreement to the Borrower will be funded by internal resources of the Group.

The terms of the Loan Agreement (including the interest rate) were arrived at by the parties after arm’s length negotiation, with reference to the commercial practice and the amount of the Loan.

REASONS FOR AND BENEFITS OF THE PROVISION OF THE LOAN

The Company is an investment holding company. The Group is principally engaged in distribution of films in various videogram formats, film exhibition, licensing and sub-licensing of film rights, leasing of investment properties, securities investment and money lending. The Lender, being a wholly-owned subsidiary of the Company, is a holder of a money lender licence under the Money Lenders Ordinance.

The Directors consider that the grant of the Loan is conducted in the course of the Group’s money lending business. Having considered the financial background of the Borrower and the Guarantor and the additional interest income to be received by the Group, the Directors consider that the terms of the Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios as defined under the Listing Rules in respect of the making of the Loan exceeds 5% and all applicable ratios are lower than 25%, the advance of the Loan constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is subject to notification and announcement requirements pursuant to Chapter 14 of the Listing Rules.

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DEFINITIONS

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

“Board”	the board of Directors
“Borrower”	a company incorporated in Anguilla with limited liability and
	wholly-owned by the Guarantor
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability, whose shares are listed on the Stock
	Exchange
“Director(s)”	the director(s) of the Company
“Drawdown Date”	the date on which the Loan shall be made available to the Borrower,
	which shall be within three business days from the date of the Loan
	Agreement
“Group”	the Company and its subsidiaries
“Guarantor”	the guarantor of the Loan, being an individual who is the sole
	shareholder of the Borrower
“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 Third Party”	a third party independent of the Company and the connected persons
	(as defined in the Listing Rules) of the Company
“Lender”	Universe Asia Finance Limited, a wholly-owned subsidiary of the
	Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Loan”	a loan of HK$23,000,000 granted by the Lender to the Borrower
	pursuant to the Loan Agreement
“Loan Agreement”	a loan agreement dated 29 July 2015 and entered into between the
	Lender, the Borrower and the Guarantor in relation to the provision
	of the Loan
“Money Lenders Ordinance”	Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong

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“Shareholder(s)”

the shareholder(s) of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

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

Hong Kong, 29 July 2015

As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun, the non-executive Director is Mr. Chan Shiu Kwong Stephen, and the independent non-executive Directors are Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

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