Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2015

Feb 17, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Universe International Holdings Limited (“ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PROPOSED CAPITAL REORGANISATION AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to be held at 12:00 noon on Monday, 16 March 2015 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use by the shareholders at the special general meeting is enclosed herein.

Whether or not you are able to attend such meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof in person should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

18 February 2015

• for identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board”

the board of Directors

• “Capital Reduction”

the proposed reduction of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.19 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.20 to HK$0.01

• “Capital Reorganisation”

the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Subdivision

• “CCASS”

Central Clearing and Settlement System established and operated by HKSCC

• “Companies Act”

the Companies Act 1981 of Bermuda

• “Company”

• Universe International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.20 each in the share capital of the Company immediately after the Share Consolidation becoming effective but prior to the Capital Reduction and the Share Subdivision

• “Director(s)”

the director(s) of the Company

– 1 –

DEFINITIONS

“Existing Share Options”	collectively, (a) the share options granted to certain eligible
	participants under the share option scheme of the Company
	adopted on 26 November 2003 conferring the holders
	thereof the right to subscribe for up to 17,117,703 Existing
	Shares at a subscription price of HK$0.067 per Existing
	Share (subject to adjustments) as at the Latest Practicable
	Date; and (b) the share options granted to certain eligible
	participants under the share option scheme of the Company
	adopted on 2 December 2013 conferring the holders thereof
	the right to subscribe for up to 171,604,000 Existing Shares
	at a subscription price of HK$0.1738 per Existing Share
	(subject to adjustments) as at the Latest Practicable Date
“Existing Share(s)”	ordinary share(s) of HK0.02 each in the existing share
	capital of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Latest Practicable Date”	13 February 2015, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained herein
“New Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company immediately after the Capital Reorganisation
	becoming effective
“SGM”	the special general meeting of the Company to be held
	to consider and, if thought fit, approve the Capital
	Reorganisation, the notice of which is set out on pages
	SGM-1 to SGM-3 of this circular

– 2 –

DEFINITIONS

• “Share Consolidation” the proposed consolidation of every 10 issued and unissued Existing Shares into 1 Consolidated Share

• “Shareholder(s)” holder(s) of the Existing Share(s), the Consolidated Share(s) and/or the New Share(s), as the case may be

• “Share Subdivision” the proposed sub-division of each of the authorised but unissued Consolidated Shares of HK$0.20 each into 20 New Shares of HK$0.01 each

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Warrants” the unlisted warrants issued by the Company on 25 October 2013 entitling the holders thereof to subscribe in cash for up to an aggregate amount of HK$85,500,000 for new shares of the Company at an initial subscription price of HK$0.250 per Existing Share, subject to adjustments, at any time for a period of 2 years commencing from the date of issue of the Warrants

• “%” per cent.

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation is set out below:

Event

Time and date

Latest time for lodging the form of proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon, Saturday, 14 March 2015 Time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon, Monday, 16 March 2015 Publication of announcement of results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 16 March 2015 The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reorganisation: Expected effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . Tuesday, 17 March 2015 First day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 March 2015 Commencement of dealing in New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m., Tuesday, 17 March 2015 Original counter for trading in Existing Shares in board lots of 5,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m., Tuesday, 17 March 2015 Temporary counter for trading in New Shares in board lots of 500 New Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m., Tuesday, 17 March 2015 Original counter for trading in New Shares in board lots of 5,000 New Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m., Tuesday, 31 March 2015

– 4 –

EXPECTED TIMETABLE

Parallel trading in New Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m., Tuesday, 31 March 2015 Designated broker starts to provide matching services for odd lots of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 31 March 2015 Temporary counter for trading in New Shares in board lots of 500 New Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Thursday, 23 April 2015 Parallel trading in New Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Thursday, 23 April 2015 Designated broker ceases to provide matching services for odd lots of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 April 2015 Last day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 27 April 2015

This timetable is indicative only and any subsequent changes to the expected timetable will be announced by the Company.

– 5 –

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Executive Directors: Mr. Lam Shiu Ming, Daneil (Chairman) Mr. Hung Cho Sing Mr. Yeung Kim Piu Mr. Lam Kit Sun

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors: Principal place of business Mr. Lam Wing Tai in Hong Kong: Mr. Choi Wing Koon 18th Floor Mr. Lam Chi Keung Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

18 February 2015

To the Shareholders

Dear Sir or Madam

PROPOSED CAPITAL REORGANISATION

INTRODUCTION

Reference is made to the the announcement of the Company dated 3 February 2015 in which the Company announced that it proposed to implement the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision. The purpose of this circular is to provide you with information regarding the Capital Reorganisation and to give you notice of the SGM.

• for identification purpose only

– 6 –

LETTER FROM THE BOARD

PROPOSED CAPITAL REORGANISATION

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000 divided into 5,000,000,000 Existing Shares of HK$0.02 each, of which 2,486,503,070 Existing Shares were allotted and issued as fully paid or credited as fully paid.

On such basis, the Capital Reorganisation will involve the following steps:

(1) Proposed Share Consolidation

The Share Consolidation will be effected pursuant to which every 10 issued and unissued Existing Shares of HK$0.02 each will be consolidated into 1 Consolidated Share of HK$0.20 each and where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company which may arise from the Share Consolidation.

(2) Proposed Capital Reduction and Share Subdivision

• (a) the issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.19 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.20 to HK$0.01;

• (b) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of HK$0.20 each will be sub-divided into 20 New Shares of HK$0.01 each; and

• (c) the credits arising in the books of the Company from (i) the cancellation of any fraction in the issued share capital of the Company which may arise from the Share Consolidation; and (ii) the Capital Reduction of approximately HK$47,244,000 will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

Immediately following the Capital Reorganisation, the authorised share capital of the Company will be HK$100,000,000 divided into 10,000,000,000 New Shares of HK$0.01 each, of which 248,650,307 New Shares will be in issue and the aggregate nominal value of the issued share capital of the Company will be HK$2,486,503.07, assuming that there are no other changes in the issued share capital of the Company from the Latest Practicable Date until the effective date of the Capital Reorganisation.

– 7 –

LETTER FROM THE BOARD

A credit of approximately HK$47,244,000 will arise as a result of the Capital Reduction. Such credit, together with any credit which may arise as a result of the cancellation of any fraction in the issued share capital of the Company arising from the Share Consolidation, will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act which will then be applied by the Board to set off against the accumulated losses of the Company by the amount of such credits on the date of the Capital Reorganisation becoming effective. The total accumulated losses of the Company were approximately HK$81,244,000 as shown in the audited consolidated financial statements of the Company as at 30 June 2014.

Shareholders and potential investors should note that the credits arising in the books from the Capital Reorganisation will be subject to change depending on the number of the Existing Shares in issue immediately prior to the Capital Reorganisation becoming effective.

Assuming that there are no changes in the issued share capital of the Company from the Latest Practicable Date until the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

		Immediately	Immediately
	As at	after the Share	after the Capital
	the Latest	Consolidation	Reorganisation
	Practicable Date	becoming effective	becoming effective
Amount of authorised	HK$100,000,000	HK$100,000,000	HK$100,000,000
share capital
Par Value	HK$0.02	HK$0.20	HK$0.01
	per Existing Share	per Consolidated	per New Share
		Share
Number of authorised shares	5,000,000,000	500,000,000	10,000,000,000
	Existing Shares	Consolidated Shares	New Shares
Amount of issued share capital	HK$49,730,061.40	HK$49,730,061.40	HK$2,486,503.07
Number of issued shares	2,486,503,070	248,650,307	248,650,307
	Existing Shares	Consolidated Shares	New Shares
Amount of unissued	HK$50,269,938.60	HK$50,269,938.60	HK$97,513,496.93
share capital
Number of unissued shares	2,513,496,930	251,349,693	9,751,349,693
	Existing Shares	Consolidated Shares	New Shares

– 8 –

LETTER FROM THE BOARD

All New Shares will rank pari passu in all respects with each other.

Under the laws of Bermuda, the Directors may apply the contributed surplus in any manner permitted by the laws of Bermuda and the bye-laws of the Company

Fractional entitlement to New Shares

Fractions of the New Shares, if any, arising from the Capital Reorganisation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional on:

• (1) the passing of the necessary special resolution by the Shareholders to approve the Capital Reorganisation at the SGM;

• (2) the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued (i) upon exercise of the share options granted and to be granted under the share option scheme of the Company, (ii) upon exercise of the subscription rights attaching to the Warrants;

• (3) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Listing Rules to effect the Capital Reorganisation; and

• (4) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Reasons for the Capital Reorganisation

The Board is of the opinion that the Capital Reorganisation will provide the Company with greater flexibility in possible fund raisings in the future. Further, the credits in the contributed surplus account within the meaning of the Companies Act arising from the Capital Reduction will enable the Company to set off its accumulated losses by the amount of such credits and may facilitate any future distribution to the Shareholders or be applied in any other manner permitted by the laws of Bermuda and the bye-laws of the Company.

– 9 –

LETTER FROM THE BOARD

The Board considers that the Capital Reorganisation is beneficial to and in the interests of the Company and the Shareholders as a whole.

Effects of the Capital Reorganisation

Implementation of the Capital Reorganisation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and that on the date the Capital Reorganisation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. No capital will be lost as a result of the Capital Reorganisation and, except for the expenses involved in relation to the Capital Reorganisation which are expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reorganisation becoming effective. The Capital Reorganisation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

Listing and dealings

Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued (i) upon exercise of the share options granted and to be granted under the share option scheme of the Company; and (ii) upon the exercise of the subscription rights attaching to the Warrants.

No listing or permission to deal in respect of any part of the equity capital of the Company on any other stock exchange is being or is proposed to be sought.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 10 –

LETTER FROM THE BOARD

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

Free exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Tuesday, 17 March 2015 until Monday, 27 April 2015 (both days inclusive), submit share certificates for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the New Shares (on the basis of 10 Existing Shares for 1 New Share). Thereafter, certificates of Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of certificates cancelled/issued is higher. After 4:30 p.m. on Monday, 27 April 2015, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for New Shares at any time but will not be accepted for delivery, trading and settlement purposes.

No change in board lot size

At present, the Existing Shares are traded in board lots of 5,000. Upon the Capital Reorganisation becoming effective, the board lot size for trading of the New Shares will remain unchanged at 5,000.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the New Shares arising from the Capital Reorganisation, the Company has appointed Lucky Securities Company Limited as an agent to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of their holding of odd lots of the New Shares.

– 11 –

LETTER FROM THE BOARD

Shareholders who wish to take advantage of this facility should contact Mr. Kwok Ka Yiu of Lucky Securities Company Limited at 6th Floor, Fung House, 19-20 Connaught Road Central, Central, Hong Kong, or at telephone number (852) 3425 4241 during office hours. Shareholders should note that successful matching of the sale and purchase of odd lots of the New Shares is not guaranteed. Please refer to the section headed “Expected Timetable” set out on pages 4 to 5 of this circular for the period during which the Company will provide matching service for the sale and purchase of odd lots of the Consolidated Shares. Shareholders are recommended to consult their professional advisers if they are in doubt about the above facility.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, there were:

• (1) Existing Share Options conferring the holders thereof the right to subscribe for up to 188,721,703 Existing Shares; and

• (2) Warrants entitling the holders thereof the right to subscribe for up to 342,000,000 Existing Shares.

Adjustments to each of the Existing Share Options and the Warrants will have to be made as a result of the Capital Reorganisation becoming effective. In the event that the Capital Reorganisation has taken effect, adjustments to the exercise price and the number of shares underlying the Existing Share Options will have to be made in accordance with the rules of the relevant share option schemes of the Company and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the adjustment of share options under Rule 17.03(13) of the Listing Rules. The adjustments to the exercise price and the number of the New Shares falling to be issued under the Existing Share Options will, upon the Capital Reorganisation becoming effective, be as follows:

		Immediately before the Capital	Immediately before the Capital	Immediately after the Capital	Immediately after the Capital
		Reorganisation	has taken effect	Reorganisation has taken effect
			Number of		Number of
			Existing Shares		New Shares
		Exercise	to be issued	Exercise	to be issued
		price per	under the	price per	under the
	Validity period of the	Existing Share	Existing	New Share	Existing
Date of grant	Existing Share Options	(HK$)	Share Options	(HK$)	Share Options
27 June 2012	27 June 2012 to 26 June 2015	0.067	17,117,703	0.670	1,711,770
21 July 2014	21 July 2014 to 20 July 2016	0.1738	171,604,000	1.738	17,160,400

– 12 –

LETTER FROM THE BOARD

Pursuant to the terms and conditions of the Warrants, in the event that the Capital Reorganisation has taken effect, the subscription price of the shares of the Company which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants would be adjusted from HK$0.25 per Existing Share to HK$2.50 per New Share. Based on the total outstanding principal amount of HK$85,500,000 of the Warrants as at the Latest Practicable Date, the maximum number of New Shares that fall to be issued by the Company upon the exercise of subscription rights attaching to the Warrants in full, at the adjusted exercise price stated above, will be 34,200,000 New Shares. The Company has appointed an independent financial adviser to certify in writing that the above adjustments are in accordance with the terms and conditions of the Warrants.

Save as disclosed above, as at the Latest Practicable Date, the Company had no other outstanding options, warrants or other securities in issue which were convertible into or giving rights to subscribe for, convert or exchange into, any Shares or New Shares, as the case may be.

SGM

The SGM will be held at 12:00 noon on Monday, 16 March 2015 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, the notice of which is set out on pages SGM-1 to SGM-3 of this circular, for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. In compliance with the Listing Rules, the resolution will be voted on by way of a poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution to be proposed at the SGM.

You will find enclosed a form of proxy for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof to the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person should you so wish, and in such event, the form of proxy previously submitted shall be deemed to be revoked.

RECOMMENDATION

The Directors are of the opinion that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolution set out in the notice of the SGM.

Yours faithfully

On behalf of the Board

Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman

– 13 –

NOTICE OF SGM

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Universe International Holdings Limited (“ Company ”) will be held at 12:00 noon on Monday, 16 March 2015 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the first business day immediately following the date on which this resolution is passed:

• (a) every ten (10) issued and unissued shares of HK$0.02 each in the existing share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) share of HK$0.20 each (“ Consolidated Shares ”);

• (b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation;

• (c) the par value of each of the then issued Consolidated Shares be and is hereby reduced from HK$0.20 each to HK$0.01 each (“ New Shares ”) by cancelling the capital paidup thereon to the extent of HK$0.19 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Shares be reduced from HK$0.20 to HK$0.01 (together with sub-paragraph (b) above are hereinafter referred to as “ Capital Reduction ”);

• for identification purpose only

SGM – 1

NOTICE OF SGM

• (d) each of the then authorised but unissued Consolidated Shares of HK$0.20 each be and is hereby sub-divided into twenty (20) New Shares of HK$0.01 each (“ Share Subdivision ”, together with the Share Consolidation and the Capital Reduction, “ Capital Reorganisation ”);

• (e) the credits arising from the Capital Reduction be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (“ Contributed Surplus Account ”) and the directors of the Company (“ Directors ”) be and are hereby authorised to use the amount then standing to the credit of the Contributed Surplus Account in any manner as may be permitted under the bye-laws of the Company and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company which may arise from time to time and/or paying dividend and/or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

• (f) the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision and to aggregate all fractional New Shares and sell them for the benefits of the Company.”

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

Hong Kong, 18 February 2015

Principal place of business in Hong Kong:

18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

SGM – 2

NOTICE OF SGM

Notes:

1. A shareholder entitled to attend and vote at the SGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company.

2. In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney, must be deposited at the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof.

3. In the case of joint holders of any share, any one of such joint holder may vote at the SGM, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

4. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the proxy form previously submitted shall be deemed to be revoked.

As at the date of this notice, the Board comprise 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

SGM – 3