Sinopec Engineering Group Co Ltd. — Regulatory Filings 2013

Dec 18, 2013

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)

INSIDE INFORMATION: COOPERATION FRAMEWORK AGREEMENT WITH A WHOLLY-OWNED SUBSIDIARY OF CHINA RAILSMEDIA CORPORATION LIMITED AND RESUMPTION OF TRADING

COOPERATION FRAMEWORK AGREEMENT

The Board is pleased to announce that after trading hours on 18 December 2013, Fragrant River Entertainment, a wholly-owned subsidiary of the Company, and FingerAd, a wholly-owned subsidiary of China Railsmedia, entered into the Cooperation Framework Agreement.

Pursuant to the Framework Agreement, Fragrant River Entertainment and FingerAd intends to cooperate in the following area:

1. Fragrant River Entertainment shall recommend FingerAd to world class Hollywood and international film and TV production companies as strategic partners;

2. Fragrant River Entertainment and FingerAd shall jointly formulate import film plans and strategies;

3. Fragrant River Entertainment shall procure distribution and sales channels for the foreign films and TV contents imported by FingerAd; and

4. Fragrant River Entertainment and FingerAd shall jointly invest in the set up of cinema circuits in the PRC.

The Board wishes to emphasise that the terms of the Cooperation Framework Agreement only set out the preliminary cooperation intentions of Fragrant River Entertainment and FingerAd, which does not constitute any substantive right and obligation of the parties to the Cooperation Framework Agreement. The transactions contemplated under the Cooperation Framework Agreement may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

• for identification purposes only

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RESUMPTION

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 1:00 p.m. on 18 December 2013 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 19 December 2013.

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

COOPERATION FRAMEWORK AGREEMENT

The Board is pleased to announce that after trading hours on 18 December 2013, Fragrant River Entertainment, a wholly-owned subsidiary of the Company, entered into the Cooperation Framework Agreement with FingerAd, a wholly-owned subsidiary of China Railsmedia.

Pursuant to the Framework Agreement, Fragrant River Entertainment and FingerAd intends to cooperate in the following area:

1. Fragrant River Entertainment shall recommend FingerAd to world class Hollywood and international film and TV production companies as strategic partners;

2. Fragrant River Entertainment and FingerAd shall jointly formulate import film plans and strategies;

3. Fragrant River Entertainment shall procure distribution and sales channels for the foreign films and TV contents imported by FingerAd; and

4. Fragrant River Entertainment and FingerAd shall jointly invest in the set up of cinema circuits in the PRC.

Fragrant River Entertainment and FingerAd will enter into formal cooperative agreement to set out definitive terms of cooperation such as rights and obligations, investment capital, cost allocation and profit distribution within 2 months after (i) Fragrant River Entertainment and FingerAd being satisfied of the preliminary due diligence results on the subject matters of the Cooperation Framework Agreement; and (ii) the execution of the formal agreement(s) between (a) FingerAd or China Railsmedia or its subsidiaries and (b) i-Marker Culture & Media Investments Limited (“ i-Marker ”) pursuant to a memorandum of understanding entered into between i-Marker and FingerAd (please refer to the section headed “Background leading to the Cooperation Framework Agreement” for details).

If the above conditions are not satisfied prior to 30 May 2014, the Cooperation Framework Agreement will be terminated.

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BACKGROUND LEADING TO THE COOPERATION FRAMEWORK AGREEMENT

FingerAd is principally engaged in the provision of advertising media services.

On 8 October 2013, FingerAd entered into a memorandum of understanding with i-Marker in relation to a proposed exclusive cooperation in the import and distribution of foreign films and TV contents into the PRC. i-Marker had entered into an exclusive cooperation agreement with 中國文化藝術有限公司 (in English for identification purpose, China National Culture & Art Corporation, a stated owned enterprise established under the Ministry of Culture of the PRC) in relation to the exclusive partnership in the import and distribution of foreign TV content. Pursuant to such memorandum of understanding, FingerAd and i-Marker would negotiate in good faith for a series of agreements to establish the exclusive business cooperation to execute the business pursuant to the cooperation agreement, which i-Marker would assign all rights and obligations, including the set up of strategic partnership with world class Hollywood and international film and TV studios, producers, and production teams; formulation of import film plan and strategy; appointment of Hollywood import film agent and partner; and assisting in the set up of cinema circuits in the PRC under the cooperation agreement to FingerAd.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of FingerAd and its ultimate beneficial owner(s) is an independent third party independent of and not connected with the Company and its connected persons.

GENERAL

The Board wishes to emphasise that the terms of the Cooperation Framework Agreement only set out the preliminary cooperation intentions of Fragrant River Entertainment and FingerAd, which does not constitute any substantive right and obligation of the parties to the Cooperation Framework Agreement. The transactions contemplated under the Cooperation Framework Agreement may or may not proceed. Certain transactions contemplated under the Cooperation Framework Agreement, if materialised, may constitute notifiable transactions of the Company for the purpose of the Listing Rules.

Further announcement(s) in relation to such transactions contemplated under the Cooperation Framework Agreement will be made by the Company as and when appropriate in compliance with the Listing Rules.

Save for certain provisions relating to confidentiality, notices, lapse of agreement and governing law, the Cooperation Framework Agreement is not legally binding.

Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

RESUMPTION

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 1:00 p.m. on 18 December 2013 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 19 December 2013.

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DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

“Board” the board of Directors “China Railsmedia” China Railsmedia Corporation Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 745) “Company” Universe International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Cooperation Framework the cooperation framework agreement dated 18 December 2013 entered Agreement” into between Fragrant River Entertainment and FingerAd “Director(s)” director(s) of the Company “FingerAd” FingerAd Media Company Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of China Railsmedia “Fragrant River Fragrant River Entertainment Investment Limited, a company Entertainment” incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company “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 “Share(s)” the ordinary share(s) of HK$0.02 each in the share capital of the Company “Shareholders” holders of the shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

On behalf of the Board

Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 18 December 2013

As at the date of this announcement, the Board comprises Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun as executive Directors and Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tai as independent non-executive Directors.

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