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

Jun 1, 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)

INSIDE INFORMATION: MEMORANDUM OF UNDERSTANDING IN RESPECT OF POSSIBLE INVESTMENT

This announcement is made by Universe International Holdings Limited (“ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2) of the Rules (“ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined in the Listing Rules).

MOU

The board (“ Board ”) of directors (“ Directors ”) of the Company is pleased to announce that after the trading hours on 1 June 2015, Fragrant River Entertainment Culture (Holdings) Limited (“ Purchaser ”), a whollyowned subsidiary of the Company, entered into a non-legally binding memorandum of understanding (“ MOU ”) with two potential sellers (“ Potential Sellers ”) in respect of possible investment (“ Possible Investment ”) in a company incorporated in the British Virgin Islands with limited liability (“ Target ”) by way of (i) possible acquisition of all or part of the Potential Sellers’ shareholdings in the Target; and/or (ii) possible subscription for new shares in the Target.

The percentage of equity interest that the Purchaser proposes to invest, the price therefor and the manner of payment are subject to negotiation between the parties and to be set out in the definitive agreement in writing (“ Formal Agreement ”).

Principal terms of the MOU

The principal terms of the MOU include:

• (1) After the signing of the MOU, the Purchaser, its agents and/or professional adviser(s) shall be entitled to carry out the due diligence review on the Target, its subsidiaries, proposed subsidiaries and other business entities involved in the Possible Investment (if any) and their respective assets, business operations and documents, as well as on the applicable legal, tax and regulatory requirements for the Possible Investment during the Exclusivity Period (as defined below).

• for identification purposes only

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• (2) The Potential Sellers agree with the Purchaser that during the period of six (6) months from the date of the MOU (or such longer period as the parties may agree in writing) (“ Exclusivity Period ”), the Potential Sellers shall not, directly or indirectly, whether by itself or through any of the directors, officers, employees, other shareholders, agents or representatives of either of them or of the Target, discuss, negotiate or enter into any contract or agreement with or give any undertaking in favour of any third party which may result in frustrating or impeding the furtherance of the transactions contemplated under the MOU.

• (3) The parties shall negotiate with each other with the aim of agreeing and reaching the Formal Agreement in relation to the Possible Investment.

• (4) Closing of the Possible Investment is conditional upon (i) the Purchaser being satisfied with the results of the said due diligence review; and (ii) the parties having entered into the Formal Agreement and the conditions precedent stated therein having been satisfied or waived (to the extent such conditions precedent are capable of being waived).

• (5) The MOU does not intend to be legally binding and shall not constitute the entire legal agreement or commitment between the parties on the transactions contemplated under the MOU, except for the provisions regarding the said due diligence review, the issues of confidentiality, exclusivity, termination, costs and governing law under the MOU.

• (6) The MOU shall be terminated upon the execution of the Formal Agreement. In the event that the Formal Agreement has not been entered into between the relevant parties within the Exclusivity Period, except the parties agree otherwise, the MOU shall be terminated immediately upon expiration of the Exclusivity Period.

INFORMATION OF THE TARGET

The Target is a company incorporated in the British Virgin Islands with limited liability on 10 October 2014. The Target and its subsidiaries are principally engaged in provision of education and training programs in Hong Kong.

As at the date of this announcement, the Potential Sellers are the legal and beneficial owners of 100% of the issued share capital of the Target.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Potential Sellers is principally engaged in investment holdings and each of it and its respective ultimate beneficial owner(s) is third party independent of the Company and its connected persons (as defined in the Listing Rules) and their respective associates (as defined in the Listing Rules).

INFORMATION OF THE GROUP

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 Board considers that the transactions as contemplated under the MOU, if materialised, will enable the Company to tap into business opportunities in education sector in Hong Kong.

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GENERAL

The Board wishes to emphasise that the MOU may or may not lead to the entering into of the Formal Agreement and the transactions contemplated thereunder may or may not be consummated. In the event that the Formal Agreement materialises, the transactions contemplated thereunder may constitute notifiable transactions of the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate.

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

Hong Kong, 1 June 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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