Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2016

Jan 28, 2016

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 – EXTENSION OF LOAN

Reference is made to the announcement of the Company dated 29 July 2015. As disclosed in such announcement, pursuant to the Loan Agreement made between the Lender, a wholly-owned subsidiary of the Company, the Borrower and the Guarantor on 29 July 2015, 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 was advanced to the Borrower. The maturity date of the Loan falls on 29 January 2016.

The Board announces that on 28 January 2016, the Lender entered into the Extension Agreement with the Borrower and the Guarantor, whereby the maturity date of the Loan in the amount of HK$23,000,000 was extended for 12 months from 29 January 2016 to 29 January 2017 (or if that day is not a business day in Hong Kong, the immediately following business day).

As one of the applicable percentage ratios as defined under the Listing Rules in respect of the making of the Extension exceeds 5% and all applicable ratios are lower than 25%, the Extension 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.

BACKGROUND

Reference is made to the announcement of the Company dated 29 July 2015. As disclosed in such announcement, pursuant to the Loan Agreement made between the Lender, a wholly-owned subsidiary of the Company, the Borrower and the Guarantor on 29 July 2015, 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 was advanced to the Borrower. The maturity date of the Loan falls on 29 January 2016.

• for identification purposes only

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At the request of the Borrower, the Lender and the Borrower had negotiated for an extension of the maturity date of the Loan and on 28 January 2016, the Lender entered into the Extension Agreement with the Borrower and the Guarantor, whereby the maturity date of the Loan in the amount of HK$23,000,000 was extended for 12 months from 29 January 2016 to 29 January 2017 (or if that day is not a business day in Hong Kong, the immediately following business day).

Interest accured under the Loan Agreement (prior to the Extension) is required to be paid to the Lender on or before 29 January 2016.

THE LOAN

The principal terms of the Loan Agreement (as varied by the Extension Agreement) are summarised as follows:

Date of the Loan Agreement: 29 July 2015 Date of the Extension Agreement: 28 January 2016 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 wholly owned 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 Guarantor: an individual, being an Independent Third Party and the sole shareholder of the Borrower Principal amount of the Loan: HK$23,000,000 Maturity Date: original maturity date falls on 29 January 2016 and pursuant to the Extension Agreement, the maturity date of the Loan is extended to 29 January 2017 (or if that day is not a business day in Hong Kong, the immediately following business day) Interest: 8.5% per annum Security: The Guarantor has agreed to guarantee the due and punctual performance of the Borrower’s obligations under the Loan Agreement (as varied by the Extension Agreement)

Under the Extension Agreement, interests accrued on the Loan shall be paid by the Borrower to the Lender in 4 quarterly instalments after the date of the Extension Agreement and the principal amount of the Extended Loan shall be repaid on the final instalment, which shall be on the extended maturity date of the Loan.

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

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Save for the extension of the maturity date of the Loan, the terms of the Loan Agreement have not been modified or varied.

REASONS FOR AND BENEFITS OF THE EXTENSION

The Company is an investment holding company. The Group is principally engaged in film distribution and exhibition, licensing and sublicensing of film rights, properties and securities investment, money lending, trade, wholesale and retail of optical products, watch and jewellery products, securities brokerage and margin financing, training and coaching. The Lender, being a wholly-owned subsidiary of the Company, is a holder of a money lenders licence under the Money Lenders Ordinance.

The terms of the Extension Agreement (including the interest rate) were arrived at by the parties after arm’s length negotiations with reference to the prevailing market conditions. Having considered that the Extension would be beneficial to the Group in terms of return (i.e. additional interest income), the Directors consider that the terms of the Extension Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one of the applicable percentage ratios as defined under the Listing Rules in respect of the making of the Extension exceeds 5% and all applicable ratios are lower than 25%, the Extension 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.

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 (Stock code: 1046)
“Director(s)”	the director(s) of the Company
“Extension”	the extension of the maturity date of the Loan pursuant to the
	Extension Agreement
“Extension Agreement”	the loan extension agreement dated 28 January 2016 entered into
	between the Lender, the Borrower and the Guarantor to extend the
	maturity date of the Loan for 12 months to 29 January 2017 (or
	if that day is not a business day in Hong Kong, the immediately
	following business day)

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“Group”

“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
“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
“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, 28 January 2016

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

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