Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2017

Feb 23, 2017

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 FINANCIAL HOLDINGS LIMITED 寰宇國際金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Universe International Financial Holdings Limited (the ‘‘Company’’) will be held at 12:00 noon on Friday, 17 March 2017 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day, at the same time and place on the second Business Day (as defined in Note (1) below) after 17 March 2017 or any adjournment thereof (the ‘‘SGM’’) for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the Sale and Purchase Agreement dated 9 January 2017 (the ‘‘Sale and Purchase Agreement’’) entered into between Universe Films Distribution Company Limited（寰宇影 片發行有限公司）, an indirect wholly-owned subsidiary of the Company as vendor and 北京 愛奇藝科技有限公司 (Beijing iQIYI Science & Technology Co., Ltd*) as purchaser in relation to the sale and purchase of 202 feature films as more particularly described under the Sale and Purchase Agreement at the total consideration of RMB178,895,064 subject to possible adjustment in accordance with the Sale and Purchase Agreement, and a copy of the Sale and Purchase Agreement marked ‘‘A’’ is tabled before the meeting and signed for identification purpose by the Chairman of the meeting, as more particularly described in the circular to the shareholders of the Company dated 24 February 2017 of which this notice forms part, be approved, ratified and confirmed; and

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• (b) the directors of the Company be and are hereby authorized to exercise all the powers of the Company and take all steps as might in their absolute discretion consider necessary, desirable or expedient to give effect to or in connection with the Sale and Purchase Agreement including, without limitation to:

• (i) the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements with any other parties in connection with or incidental to the Sale and Purchase Agreement; and

• (ii) the taking of all necessary actions to implement the transactions contemplated under the Sale and Purchase Agreement.’’

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

Hong Kong, 24 February 2017

Notes:

• (1) Business Day means any day (excluding Saturday or Sunday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day and on which licensed banks in Hong Kong are generally open for business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on 17 March 2017, the SGM will not be held on that day but will be held at the same time and place on the second Business Day after 17 March 2017 or any adjournment thereof.

• (2) All resolutions set out in this notice of the SGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

• (3) A member of the Company entitled to attend and vote at the SGM will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.

• (4) A form of proxy in respect of the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.

• (5) In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he/she/it so wish and in such event, the form of proxy shall be deemed to be revoked.

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• (6) In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share(s) as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

• (7) As at the date of this notice, the executive directors of the Company are Mr. Lam Shiu Ming, Daneil (Chairman), Mr. Hung Cho Sing and Mr. Lam Kit Sun, and the independent non-executive directors of the Company are Mr. Lam Chi Keung, Mr. Choi Wing Koon and Ms. Cheng Lo Yee.

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