Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2012

Oct 15, 2012

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)

DISCLOSEABLE TRANSACTION

ACQUISITION OF PROPERTIES

The Board announces that on 15th October 2012 (after trading hours), the Purchaser entered into the Provisional S&P Agreement with the Vendor pursuant to which the Purchaser agreed to purchase, and the Vendor agreed to sell, the Properties for a total cash consideration of HK$24,000,000.

As the relevant applicable percentage ratios of the Acquisition calculated in accordance with Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

ACQUISITION OF PROPERTIES

The Board announces that on 15th October 2012 (after trading hours), the Purchaser entered into the Provisional S&P Agreement with the Vendor pursuant to which the Purchaser agreed to purchase, and the Vendor agreed to sell, the Properties for a total cash consideration of HK$24,000,000.

THE PROVISIONAL S&P AGREEMENT

Date

15th October 2012

Parties

• (1) Universe Films Distribution Company Limited（寰宇影片發行有限公司）as the purchaser. The Purchaser is an indirect wholly owned subsidiary of the Company and is principally engaged in the film exhibition, and sub-licensing of film rights and television series, in Hong Kong.

• for identification purposes only

1

• (2) Galtymore Estates Limited as the vendor. To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons.

Sale and Purchase

Pursuant to the Provisional S&P Agreement, the Vendor agreed to sell, and the Purchaser agreed to purchase, the Properties subject to the terms contained therein.

Properties

The Property 1 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1516 in D.D. No. 328, which occupies a site area of approximately 436 square foot, together with a three storeyed building constructed thereon with a saleable area of approximately 1,075 square foot. The Property 1 is for residential use and is currently rented out to a third party who (to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries) is independent of the Company and its Connected Persons at a monthly rent of HK$14,500 (exclusive of management fee, rates and government rent which are borne by the landlord). The tenancy agreement for the Property 1 commenced on 1st January 2012 and will expire on 31st December 2013. The Property 1 will be delivered to the Purchaser upon Completion on an “as is” basis and subject to the said tenancy agreement.

The Property 2 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1518 in D.D. No. 328, which occupies a site area of approximately 436 square foot, together with a three storeyed building constructed thereon with a saleable area of approximately 1,075 square foot. The Property 2 is for residential use and is currently rented out to a third party who (to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries) is independent of the Company and its Connected Persons at a monthly rent of HK$14,500 (exclusive of management fee, rates and government rent which are born by the landlord). The tenancy agreement for the Property 2 commenced on 15th March 2012 and will expire on 31st March 2014. The Property 2 will be delivered to the Purchaser upon Completion on an “as is” basis and subject to the said tenancy agreement.

The Property 3 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1519 in D.D. No. 328, which occupies a site area of approximately 436 square foot, together with a three storeyed building constructed thereon with a saleable area of approximately 1,075 square foot. The Property 3 is for residential use and is currently rented out to a third party who (to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries) is independent of the Company and its Connected Persons at a monthly rent of HK$14,500 (exclusive of management fee, rates and government rent which are born by the landlord). The tenancy agreement for the Property 3 commenced on 1st January 2012 and will expire on 31st December 2012. The Property 3 will be delivered to the Purchaser upon Completion on an “as is” basis and subject to the said tenancy agreement.

The Property 4 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1522 in D.D. No. 328, which occupies a site area of approximately 436 square foot, together with a three storeyed building constructed thereon with a saleable area of approximately 1,075 square foot. The Property 4 is for residential use and is currently rented out to a third party who (to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries) is independent of the Company and its Connected Persons at a monthly rent of HK$14,500 (exclusive of management fee, rates and government rent which are born by the landlord). The tenancy agreement for the Property 4 commenced on 1st April 2012 and will expire on 31st March 2014. The Property 4 will be delivered to the Purchaser upon Completion on an “as is” basis and subject to the said tenancy agreement.

2

The Property 5 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1523 in D.D. No. 328, which occupies a site area of approximately 436 square foot, together with a three storeyed building constructed thereon with a saleable area of approximately 1,075 square foot. The Property 5 is for residential use and is currently rented out to a third party who (to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries) is independent of the Company and its Connected Persons at a monthly rent of HK$14,500 (exclusive of management fee, rates and government rent which are born by the landlord). The tenancy agreement for the Property 5 commenced on 1st February 2012 and will expire on 31st January 2013. The Property 5 will be delivered to the Purchaser upon Completion on an “as is” basis and subject to the said tenancy agreement.

The Property 6 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1511 in D.D. No. 328 with a site area of approximately 436 square foot. The Property 6 is a house lot and is currently vacant. The Property 6 will be delivered to the Purchaser upon Completion with vacant possession.

The Property 7 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1510 in D.D. No. 328 with a site area of approximately 9,583 square foot. The Property 7 is a house waste lot and is currently vacant. The Property 7 will be delivered to the Purchaser upon Completion with vacant possession.

The Property 8 is a piece of land located at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1515 in D.D. No. 328 with a site area of approximately 436 square foot. The Property 8 is a dry cultivation lot and is currently vacant. The Property 8 will be delivered to the Purchaser upon Completion with vacant possession.

Consideration

The Consideration is payable in cash by the Purchaser to the Vendor in the following manner:

• (1) an initial deposit in the sum of HK$2,400,000 has been paid to the Vendor upon the signing of the Provisional S&P Agreement; and

• (2) the remaining balance of HK$21,600,000 will be paid to the Vendor upon Completion.

The Properties were valued at HK$24,000,000 as at 11th October 2012 by Roma Appraisals Limited, an independent qualified valuer. The terms of the Provisional S&P Agreement (including the Consideration) are on normal commercial terms which were determined after arm's length negotiations between the Purchaser and the Vendor by reference to the valuation from Roma Appraisals Limited. The Acquisition will be funded by internal resources. The Directors (including the independent non-executive Directors) consider that the terms of the Provisional S&P Agreement (including the Consideration) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Completion

It is expected that Completion will take place on or before 15th November 2012.

3

REASONS AND BENEFITS OF THE ACQUISITION

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 principal activity of the Vendor is land investment.

The Group has been actively seeking good investment opportunity and the Directors consider that the Acquisition is a good investment opportunity and believe that the Group will benefit from the anticipated growth in value of the Properties while expanding the Group's investment properties in Hong Kong and providing a steady income stream.

The Group intends to acquire the Properties for investment purposes.

Taking into account of the above, the Directors consider that the Acquisition is in the interests of the Company and the Shareholders as a whole.

General Information

As the relevant applicable percentage ratios of the Acquisition calculated in accordance with Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

As at the date of this announcement, the Board comprises Mr. Lam Shiu Ming, Daneil, Mr. Yeung Kim Piu as executive Directors and Mr. Ng Kwok Tung, Dr. Leung Shiu Ki and Mr. Ma Chun Fung, Horace as independent non-executive Directors.

DEFINITIONS

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

“Acquisition”	the acquisition of the Properties pursuant to the Provisional S&P
	Agreement
“Board”	the board of Directors
“Building 1”	the three storeyed building known as Lot No. 1516 in D.D. No. 328,
	121C, Tong Fuk Village, House 1, Lantau Island, New Territories which is
	constructed on the Land 1
“Building 2”	the three storeyed building known as Lot No. 1518 in D.D. No. 328,
	121B, Tong Fuk Village, House 2, Lantau Island, New Territories which is
	constructed on the Land 2
“Building 3”	the three storeyed building known as Lot No. 1519 in D.D. No. 328,
	121A, Tong Fuk Village, House 3, Lantau Island, New Territories which is
	constructed on the Land 3

4

“Building 4”	the three storeyed building known as Lot No. 1522 in D.D. No. 328,
	121, Tong Fuk Village, House 4, Lantau Island, New Territories which is
	constructed on the Land 4
“Building 5”	the three storeyed building known as Lot No. 1523 in D.D. No. 328,
	121, Tong Fuk Village, House 5, Lantau Island, New Territories which is
	constructed on the Land 5
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the Shares are listed on the Stock
	Exchange
“Completion”	completion of the sale and purchase of the Properties under the Formal
	Agreement
“Connected Person”	has the meaning given to it under the Listing Rules
“Consideration”	HK$24,000,000, being the total consideration payable by the Purchaser to
	the Vendor under the Provisional S&P Agreement
“D.D. No”	Demarcation District Number
“Director(s)”	the director(s) of the Company
“Formal Agreement”	the formal agreement for sale and purchase of the Properties to be entered
	into between the Vendor and the Purchaser in relation to the sale and
	purchase of the Properties on or before 29th October 2012
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People's Republic of
	China
“Land 1”	all that piece or parcel of land situate lying and being at Lantau Island,
	New Territories and registered in the Land Registry as Lot No. 1516 in
	D.D. No. 328
“Land 2”	all that piece or parcel of land situate lying and being at Lantau Island,
	New Territories and registered in the Land Registry as Lot No. 1518 in
	D.D. No. 328
“Land 3”	all that piece or parcel of land situate lying and being at Lantau Island,
	New Territories and registered in the Land Registry as Lot No. 1519 in
	D.D. No. 328
“Land 4”	all that piece or parcel of land situate lying and being at Lantau Island,
	New Territories and registered in the Land Registry as Lot No. 1522 in
	D.D. No. 328

5

“Land 5”

all that piece or parcel of land situate lying and being at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1523 in D.D. No. 328

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

• “Properties” the Property 1, the Property 2, the Property 3, the Property 4, the Property 5, Property 6, Property 7 and Property 8

• “Property 1” all that the Land 1 and of and in the Building 1 “Property 2” all that the Land 2 and of and in the Building 2 “Property 3” all that the Land 3 and of and in the Building 3 “Property 4” all that the Land 4 and of and in the Building 4 “Property 5” all that the Land 5 and of and in the Building 5 “Property 6” all that piece or parcel of land situate lying and being at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1511 in D.D. No. 328

• “Property 7” all that piece or parcel of land situate lying and being at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1510 in D.D. No. 328

• “Property 8” all that piece or parcel of land situate lying and being at Lantau Island, New Territories and registered in the Land Registry as Lot No. 1515 in D.D. No. 328

• “Provisional S&P the provisional agreement for sale and purchase dated 15th October 2012 Agreement” and entered into between the Vendor and the Purchaser in relation to the sale and purchase of the Properties

• “Purchaser” Universe Films Distribution Company Limited（寰宇影片發行有限公（寰宇影片發行有限公 司）, a company incorporated under the Companies Ordinance, Chapter 32 , a company incorporated under the Companies Ordinance, Chapter 32 of the laws of Hong Kong

• “Shares” the shares of HK$0.02 each in the capital of the Company “Shareholders” holders of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor”

• Universe Films Distribution Company Limited（寰宇影片發行有限公（寰宇影片發行有限公 司）, a company incorporated under the Companies Ordinance, Chapter 32 , a company incorporated under the Companies Ordinance, Chapter 32 of the laws of Hong Kong

• Galtymore Estates Limited, a company incorporated under the Companies Ordinance, Chapter 32 of the laws of Hong Kong

• “%”

per cent

By Order of the Board Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 15th October 2012

6