Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2009

May 4, 2009

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)

MAJOR TRANSACTION — SALE OF PROPERTY

AND RESUMPTION OF TRADING

The Board announces that Universe Property, an indirect wholly-owned subsidiary of the Company, has entered into a binding Preliminary Agreement with the Purchaser in relation to the sale and purchase of the Property after trading hour on 30 April 2009 for a consideration of HK$28,000,000. The consideration was agreed between Universe Property and the Purchaser after arm’s length negotiations.

The Directors believe that the terms of the Preliminary Agreement are fair and reasonable so far as the Shareholders are concerned and are in the interest of the Company as a whole.

The Sale constitutes a major transaction for the Company under the Listing Rules and is subject to the approval of the Shareholders at a special general meeting. However, the Company received from Globalcrest, which interested in approximately 53.70% of the entire issued share capital of the Company as at the date of this announcement, a written certificate approving the Sale pursuant to Rule 14.44(2) of the Listing Rules. The entire issued share capital of Globalcrest is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder has any material interest in the Sale. Accordingly, no Shareholder would be required to abstain from voting, if the Company were to convene a general meeting of the Sale. It is expected that no general meeting of the Shareholders will be held for the approval of the Sale.

A circular containing, among other things, details of the Preliminary Agreement and the Formal Agreement and a valuation report will be despatched to the Shareholders within 21 days after the date of the publication of this announcement.

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 4 May 2009 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 5 May 2009.

* For identification purposes only

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The Board announces that Universe Property, an indirect wholly-owned subsidiary of the Company, has entered into the Preliminary Agreement with the Purchaser in relation to the sale and purchase of the Property after trading hour on 30 April 2009 for a consideration of HK$28,000,000.

1. PRELIMINARY AGREEMENT

Date

30 April 2009

Parties

• (a) Fujitec (HK) Co. Ltd. as the purchaser. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons.

• (b) Universe Property as the vendor. Universe Property is an indirect wholly-owned subsidiary of the Company and is principally engaged in the leasing of investment properties.

Sale and Purchase of the Property

Pursuant to the Preliminary Agreement, Universe Property will sell and the Purchaser will purchase the Property upon the terms contained therein. Universe Property and the Purchaser will enter into the Formal Agreement on or before 15 May 2009. The Formal Agreement, which will set out the terms of the Sale in more detail, will supersede the Preliminary Agreement.

The Property consisting of units A, B and C will be sold on an “as is” basis. Unit A of the Property (approximately 12,500 square feet) was leased to a third party independent of the Company and its Connected Persons, but has since 31 October 2008 remained vacant. Unit C of the Property (approximately 10,118 square feet) is currently used by the Group as warehouse. Unit B of the Property (approximately 3,000 square feet) is presently leased to a third party independent of the Company and its Connected Persons. The said lease will be terminated before the completion of the sale and purchase of the Property.

Conditions Precedent

Completion of the sale and purchase of the Property is subject to and conditional upon the following:

• (a) all necessary approvals by the Shareholders in respect of the transactions contemplated under the Preliminary Agreement having been obtained by way of either a majority vote at a general meeting or, (if acceptable to the Stock Exchange) in lieu of holding such general meeting, a written shareholders approval from a closely allied group of the Shareholders who together hold more than 50% in nominal value of the Shares in a manner as required under the Listing Rules;

• (b) all necessary approvals by the respective board of directors of Universe Property and the Company in respect of the transactions contemplated under the Preliminary Agreement having been obtained;

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• (c) all requirements imposed by the Stock Exchange under the Listing Rules or otherwise in connection with the transactions contemplated by the Preliminary Agreement having been fully complied with; and

• (d) all waivers, consents, approvals or confirmations of the Stock Exchange which are required or appropriate or in relation thereto, and all relevant waivers, consents, approvals or confirmations required for the purposes of the parties for the implementation of the Preliminary Agreement, having been obtained.

Universe Property and the Purchaser shall use their respective reasonable endeavours to procure the fulfilment of the conditions set out above on or before 30 June 2009.

In the event that any of the conditions set out above shall not have been fulfilled before 30 June 2009, then the sale and purchase of the Property shall become null and void whereupon all the deposit(s) already paid by the Purchaser under the Preliminary Agreement shall be returned and paid to the Purchaser without interest and neither Universe Property nor the Purchaser shall have any claim against the other on the Preliminary Agreement and the parties shall at the costs of Universe Property enter into an agreement for cancellation to cancel the sale and purchase of the Property.

Property

The Property is a non-residential building known as 17th Floor, Wyler Centre, Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong. Unit B of the Property is presently leased out for rental income.

Consideration

The consideration for the Sale is HK$28,000,000 which has been or will be paid by the Purchaser in cash in the following manner:

• (a) HK$1,000,000, representing approximately 3.57% of the Consideration, has been paid as an initial deposit upon the signing of the Preliminary Agreement;

• (b) HK$1,800,000, representing approximately 6.43% of the Consideration will be paid as a further deposit upon the signing of the Formal Agreement on or before 15 May 2009; and

• (c) the balance of the Consideration in the sum of HK$25,200,000 will be paid upon completion of the sale and purchase of the Property.

If the Purchaser fails to complete the sale and purchase of the Property in accordance with the terms and conditions of the Preliminary Agreement, the deposit already paid by the Purchaser to Universe Property shall be forfeited to Universe Property and Universe Property shall then be entitled at its absolute discretion to sell the Property to anyone it thinks fit and Universe Property shall not sue the Purchaser for any liabilities and/or damages caused by the Purchaser’s default. Further, if Universe Property fails to complete the sale and purchase in accordance with the terms and conditions of the Preliminary Agreement, the deposit already paid by the Purchaser to Universe Property shall be returned to the Purchaser and Universe Property shall also compensate the Purchaser with a sum equivalent to the amount of the deposit as liquidated damages, and the Purchaser shall not take any further action to claim for damages or to enforce specific performance.

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Completion

It is expected that completion of the Formal Agreement will take place on or before 15 September 2009 whereupon Universe Property will execute an assignment of the Property in favour of the Purchaser. Completion is subject to the proof of good title to the Property.

The terms of the Preliminary Agreement (including the Consideration) were determined as a result of negotiations between the parties by reference to the net book value of the Property, after arm’s length negotiations and were on normal commercial terms.

2. FINANCIAL EFFECT OF THE SALE

The annual rental income of the Property was approximately HK$1,326,000 and HK$1,308,336, representing approximately 0.97% and 0.98% of the turnover of the Company for the two years ended 30 June 2007 and 2008 respectively. The net profits (after deducting all charges except taxation and excluding extraordinary items) attributable to the Property was approximately HK$1,946,000 (including a sum of HK$1,280,000 representing an increase in fair value of the Property) and HK$3,488,000 (including a sum of HK$3,120,000 representing an increase in fair value of the Property) for the two years ended 30 June 2007 and 2008 respectively. The Group suffered a loss for the year ended 30 June 2008.

The net book value of the Property in the Group’s latest audited consolidated financial statements for the year ended 30 June 2008 was approximately HK$29,282,000 (which represents the sum of the market values of Unit A and B of the Property of approximately HK$18,300,000 and HK$4,500,000 respectively and the historical cost of Unit C after deprecation of HK$6,482,000), representing 8.29% of the total assets of the Group as at 30 June 2008. The market value of the Property as at 30 April 2009 was approximately HK$28,000,000 as valued by BMI Appraisals.

The Consideration represents (a) a discount of approximately 4.38% over the net book value of the Property as at 30 June 2008; and (b) the market value of the Property as at 30 April 2009 as valued by BMI Appraisals. The Directors consider that the terms of the Preliminary Agreement (including the Consideration) are fair and reasonable so far as the Shareholders are concerned and are in the interest of the Company as a whole.

3. REASONS AND BENEFITS FOR THE SALE

The Group is principally engaged in the business of distribution of films in various videogram formats, licensing and sub-licensing of film rights and film exhibition and leasing of investment properties.

The Directors believe that the Sale will benefit the Group in that it enables the Group to realise the Property and enhance the working capital and cash flow position of the Group in view of the present economic climate and property market in Hong Kong. It is expected that the Group will recognise an estimated gross loss of approximately HK$1,671,000 on the Sale, which is calculated on the basis of the difference between the net book value of the Property as recorded in the Group’s latest consolidated management accounts as at 30 April 2009 (which is HK$29,144,585) and the sale proceeds of the Sale after deduction of expenses (which is approximately HK$27,474,000). The estimated gross loss figure of approximately HK$1,671,000 is subject to adjustment as the Group’s audited consolidated financial statements for the year ended 30 June 2009 have yet to be finalised.

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4. USE OF SALE PROCEEDS

The net sale proceeds of the Property is expected to be approximately HK$27,474,000 will be used as the Group’s working capital or for the production of films and television series.

5. GENERAL

The Purchaser is principally engaged in installation and maintenance of lifts and escalators.

The Sale constitutes a major transaction for the Company under the Listing Rules and is subject to the approval by Shareholders at a special general meeting. However, the Company has received from Globalcrest, which interested in approximately 53.70% of the entire issued share capital of the Company as at the date of this announcement, a written certificate approving the Sale pursuant to Rule 14.44(2) of the Listing Rules. The entire issued share capital of Globalcrest is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil and Ms. Chiu Suet Ying are discretionary objects. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder has any material interest in the Sale. Accordingly, no Shareholder would be required to abstain from voting, if the Company were to convene a special general meeting for the approval of the Sale. It is expected that no general meeting of the Shareholders will be held for the approval of the Sale.

A circular containing, amongst other things, details of the Preliminary Agreement and the Formal Agreement and a valuation report of the Property in compliance with Rule 5.07 of the Listing Rules will be sent to the Shareholders within 21 days after the date of publication of this announcement.

6. RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 4 May 2009 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 5 May 2009.

7. DEFINITIONS

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

“BMI Appraisals”	BMI Appraisals Limited, an independent firm of qualified professional
	valuers
“Board”	the board of Directors
“Companies Ordinance”	Companies Ordinance, Chapter 32 of the Laws of Hong Kong
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the Shares are listed on the Stock
	Exchange

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“Connected Person(s)” has the meaning ascribed to it under the Listing Rules

“Consideration”	HK$28,000,000, the consideration for the Sale
“Director(s)”	the director(s) of the Company
“Formal Agreement”	the formal sale and purchase agreement to be entered into between Universe
	Property and the Purchaser in relation to the sale and purchase of the Property
“Globalcrest”	Globalcrest Enterprises Limited, a company incorporated in the British Virgin
	Islands with limited liability and a substantial shareholder of the Company
	within the meaning of the Listing Rules
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“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
“Preliminary Agreement”	the preliminary conditional sale and purchase agreement dated 30 April 2009
	entered into between Universe Property and the Purchaser in relation to the
	sale and purchase of the Property
“Property”	17th Floor, Wyler Centre, Phase II, 192-200 Tai Lin Pai Road, Kwai Chung,
	New Territories, Hong Kong
“Purchaser”	Fujitec (HK) Co. Ltd., a company incorporated under the Companies
	Ordinance with limited liability and the purchaser of the Property
“Sale”	the sale of the Property by Universe Property to the Purchaser
“Shareholder(s)”	holders of Share(s)
“Share(s)”	share(s) of HK$0.02 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Universe Property”

Universe Property Investment Limited, a company incorporated under the Companies Ordinance with limited liability, an indirect wholly-owned subsidiary of the Company and the vendor of the Property

“%”

per cent.

By Order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 4 May 2009

As at the date hereof, the directors of the Company are:

Executive Directors:

Mr. Lam Shiu Ming, Daneil Ms. Chiu Suet Ying

Mr. Yeung Kim Piu

Independent Non-Executive Directors:

Mr. Ng Kwok Tung Dr. Leung Shiu Ki, Albert Mr. Ma Chun Fung, Horace

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