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

Feb 27, 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 THE LOAN TO AN INDEPENDENT THIRD PARTY

PROVISION OF THE LOAN

The Board announces that, on 27 February 2015, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant to the Borrower, an Independent Third Party, the Loan in the principal amount of HK$10,000,000, bearing interest at a rate of 10% per annum. The Loan Agreement was entered into by the parties for the purpose of refinancing the Original Loan by utilising the proceeds of the Loan.

The Loan will mature on 27 August 2015.

LISTING RULES IMPLICATIONS

The advance of the Original Loan to the Borrower by itself was not a discloseable transaction.

As the Borrower is the same borrower of the Original Loan, the grant of the Loan requires aggregation with the Original Loan under Rule 14.22 of the Listing Rules. Given that one of the relevant applicable percentage ratios in respect of the Loan (either standalone or in aggregate with the Original Loan) exceeds 5% but is less than 25%, each of (i) the grant of the Loan by itself and (ii) the grant of the Original Loan and the Loan, in aggregate, constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

ORIGINAL LOAN

The Borrower and the Lender entered into the First Loan Agreement on 28 February 2014, pursuant to which the Lender had advanced to the Borrower a loan in the principal amount of HK$10,000,000 (i.e. the Original Loan and its extension by an extension letter dated 25 August 2014 (“ Extension Letter ”) entered into by the parties to the First Loan Agreement). The Original Loan bore interest at a rate of 10% per annum and was for a term of one year maturing on 27 February 2015 (as extended by the Extension Letter).

• for identification purposes only

1

As the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the Original Loan and its extension by the Extension Letter were below 5%, the grant of the Original Loan and its extension were not subject to the disclosure requirement under Chapter 14 of the Listing Rules.

THE LOAN AGREEMENT

The Board announces that, on 27 February 2015, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant to the Borrower a loan in the principal amount of HK$10,000,000. The Loan Agreement was entered into by the parties for the purpose of refinancing the Original Loan by utilising the proceeds of the Loan.

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

Date	:	27 February 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	:	an individual who, to the best of the Directors’ knowledge, information
		and belief having made all reasonable enquiries, is an Independent
		Third Party as at the date of this announcement.
Principal Amount	:	HK$10,000,000
Interest	:	10% per annum
		interest shall accrue daily and shall be payable quarterly on (i) the same
		calendar date of the third month after the date of the Loan Agreement;
		and (ii) the Maturity Date.
Maturity Date	:	27 August 2015
Repayment	:	the Borrower shall repay the Loan, together with all outstanding interest
		accrued thereon under the Loan Agreement on the Maturity Date or
		on demand by the Lender upon occurrence of an event of default (as
		defined in the Loan Agreement), whichever occurs first.
Early Repayment	:	the Borrower may at any time during the term of the Loan prepay all
		or part of the Loan together with all accrued interests in respect of the
		sum prepaid by giving prior written notice to the Lender pursuant to the
		Loan Agreement.

The Original Loan (and thus the Loan) has been funded by internal resources of the Group. The obligation of the Lender to advance the Loan to the Borrower is conditional upon the interest accrued on the Original Loan up to the date of the Loan Agreement according to the terms and conditions of the First Loan Agreement having been settled in full. As confirmed by the Lender, all such interest has been received in full.

2

The terms of the Loan Agreement were arrived at by the parties after arm’s length negotiation, with reference to the commercial practice and the amount of the Loan. The Directors consider that the terms of the Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE PROVISION OF THE LOAN

The Group is principally engaged in the 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 in the Group’s ordinary and usual course of business, as money lending business is one of the businesses in which the Group is principally engaged. Having considered the financial background of the Borrower and that additional interest income will be brought to 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

The advance of the Original Loan to the Borrower by itself was not a discloseable transaction.

As the Borrower is the same borrower of the Original Loan, the grant of the Loan requires aggregation with the Original Loan under Rule 14.22 of the Listing Rules. Given that one of the relevant applicable percentage ratios in respect of the Loan (either standalone or in aggregate with the Original Loan) exceeds 5% but is less than 25%, each of (i) the grant of the Loan by itself and (ii) the grant of the Original Loan and the Loan, in aggregate, constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

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

“Board”	the board of Directors
“Borrower”	an individual who is an Independent Third Party
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the shares of which are listed on the
	Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Extension Letter”	an extension letter dated 25 August 2014 entered into between the
	Lender and the Borrower to extend the maturity date of the Original
	Loan
“First Loan Agreement”	a loan agreement dated 28 February 2014 entered into between the
	Lender and the Borrower in relation to the provision of the Original
	Loan

3

“Group”	the Company and its subsidiaries
“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”	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 in the principal amount of HK$10,000,000 granted by the Lender
	to the Borrower pursuant to the Loan Agreement
“Loan Agreement”	a loan agreement dated 27 February 2015 entered into between the
	Lender and the Borrower in relation to the provision of the Loan
“Maturity Date”	27 August 2015
“Money Lenders Ordinance”	Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong
“Original Loan”	a loan in the principal amount of HK$10,000,000 granted by the Lender
	to the Borrower pursuant to the First Loan Agreement
“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, 27 February 2015

As at the date of this announcement, the Board comprises of 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.

4