Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2016

Feb 22, 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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ Meeting ”) of Universe International Holdings Limited (“ Company ”) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong at 12:00 noon on Thursday, 17 March 2016 to consider and, if thought fit, pass, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon: (i) compliance with the relevant procedures and requirements under the laws of Bermuda to effect the Capital Reorganisation (as defined below); and (ii) 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 or the above conditions are fulfilled (whichever is the later) (“ Effective Date ”):

• (a) every ten (10) issued and unissued shares of HK$0.01 each in the existing share capital of the Company be and are hereby consolidated (“ Share Consolidation ”) into one (1) share of HK$0.10 each (“ Consolidated Shares ”);

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

• for identification purposes only

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• (c) the par value of each of the then issued Consolidated Shares of the Company be and is hereby reduced from HK$0.10 each to HK$0.01 each (“ New Shares ”) by cancelling the capital paid-up thereon to the extent of HK$0.09 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Share be reduced from HK$0.10 to HK$0.01 (together with sub-paragraph (b) above are hereinafter referred to as “ Capital Reduction ”);

• (d) each of the then authorised but unissued Consolidated Shares of HK$0.10 each be and is hereby subdivided into ten (10) 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 board of directors of the Company (“ Directors ”) or a committee thereof 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 in effect from time to time and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company in full as at the Effective Date and/or 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 or a committee thereof 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 (where applicable) 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 and Executive Director

23 February 2016

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

Head office and 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

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the Meeting. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him and to attend and vote in his stead at the Meeting.

2. To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, 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 or authority, at 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 not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting.

3. Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof should such member so wishes, and in such event, the instrument appointing a proxy previously submitted shall be deemed revoked.

4. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled to vote, but if more than one of such joint holders are present at the meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand first on the register of members of the Company in respect of the joint holding.

5. In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”), all resolutions to be proposed at the Meeting convened by this notice will be voted on by way of poll.

As at the date of this notice, the board of Directors comprises four executive Directors, namely, Mr. Lam Shiu Ming, Daneil, Ms. Cheng Hei Yu, Mr. Hung Cho Sing and Mr. Lam Kit Sun; one non-executive Director, namely Mr. Chan Shiu Kwong Stephen; and three independent non-executive Directors, namely Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

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