Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2018

Aug 23, 2018

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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)

FORM OF PROXY

Form of proxy for use by shareholders of Universe International Financial Holdings Limited at the special general meeting to be held at 18/F., Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 17 September 2018 at 12:00 noon, or in the event that a black rainstorm warning or a tropical 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 after Monday, 17 September 2018 or any adjournment thereof (the “Meeting”)

I/We[1]

of

being the registered holder(s) of[2]

shares (the “ Shares ”) of HK$0.01 each in the share capital of Universe International Financial Holdings Limited (the “ Company ”), HEREBY APPOINT[3,4] the chairman of the Meeting, or

of

as my/our proxy to attend for me/us at the Meeting for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting dated 24 August 2018 (“ SGM Notice ”) and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no indication is given, as my/our proxy thinks fit.

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SPECIAL RESOLUTIONS FOR [5] AGAINST [5]
1. (a) To approve the reduction of the amount standing to the credit of the share premium
account of the Company by HK$893,345,000 (the “ Share Premium Reduction ”);
(b) to approve the transfer of the credit arising from the Share Premium Reduction to the
contributed surplus account of the Company (the “ Contributed Surplus Account ”);
(c) conditional on compliance with section 54(1) of the Companies Act 1981 of the laws
of Bermuda, to approve the distribution of the special dividend of HK$0.30 per share
up to HK$271,989,682.80 (the “ Distribution ”) of the amount standing to the credit of
Contributed Surplus Account to be made pro rata to the shareholders of the Company
as of 26 September 2018 (or such other date to be fixed by the Company) (the “ Record
Date ”) (which shall take place contemporaneously with completion of the sale and
purchase agreement dated 26 July 2018 and entered into among Pioneer Entertainment
Group Limited, Mr. Chan Wai Sing Vincent and Mr. Lam Shiu Ming, Daneil in relation to
the sale and purchase of 251,745,000 shares of the Company), being the special dividend
referred to in the announcement dated 31 July 2018 and jointly issued by the Company
and Pioneer Entertainment Group Limited; and
(d) to authorise the directors of the Company generally to carry out all acts and things which
they may consider appropriate, necessary or desirable to give effect to or to implement
the foregoing and the transactions contemplated under this resolution. [6]
2. Subject to any necessary approval of the Registrar of Companies in Bermuda in relation to the
proposed change of name of the Company being obtained, to approve the change of name of the
Company from “Universe International Financial Holdings Limited” to “Universe Entertainment
and Culture Group Company Limited”, and to adopt “寰宇娛樂文化集團有限公司” as the
secondary name in Chinese of the Company to replace its existing secondary name in Chinese “寰宇國際金融控股有限公司” (the “ Change of the Company Name ”) with effect from the
date of entry of the new primary name and secondary name on the register maintained by the
Registrar of the Companies in Bermuda, and to authorise any one director or officer of the
Company to do all such acts, deeds and things and execute all such documents as he may
consider necessary or expedient to give effect to the Change of the Company Name and the
transactions contemplated thereunder.
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Signature[7&8] : Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the chairman is preferred, please strike out “the chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy. A proxy need not be a member of the Company.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.

6. The description of the resolution is by way of summary only. Please refer to the SGM Notice for the full text.

7. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

8. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

9. Business Day means any day (other than a 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.

10. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be delivered 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 , not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof, and in default the instrument of proxy shall not be treated as valid. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish and in such event, this form of proxy shall be deemed to be revoked.