Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2013

Jun 11, 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)

CONNECTED TRANSACTION

DISPOSAL OF PROPERTY

The Board announces that on 11th June 2013 (after trading hours), the Vendor entered into the S&P Agreement with the Purchaser pursuant to which the Vendor agreed to sell, and Purchaser agreed to purchase, the Property for the Consideration of HK$1,800,000 payable in cash.

The Consideration for the Disposal was arrived at after arm’s length negotiation between the Vendor and the Purchaser with reference to the Property Valuation.

The net proceeds arising from the Disposal is expected to be approximately HK$1,755,000 which will be used as the Group’s working capital or for the production of films and television series. The expected net gain to be derived from the Disposal will amount to approximately HK$101,240, which represents the difference between the net proceeds arising from the Disposal and the net book value of the Property as at 11th June 2013.

The entire issued share capital of the Purchaser is solely and beneficially owned by Mr. Lam, the Chairman and an executive Director. By virtue of the interest of Mr. Lam in the Purchaser, the Disposal constitutes a connected transaction for the Company under Rule 14A.13(1) of the Listing Rules.

Each of the applicable “percentage ratios” (as defined in the Listing Rules) for the Disposal is less than 5%. Therefore, the Disposal satisfies the exemption under Rule 14A.32(1) of the Listing Rules and is only subject to the reporting and the announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and exempt from independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

DISPOSAL OF PROPERTY

The Board announces that on 11th June 2013 (after trading hours), the Vendor entered into the S&P Agreement with the Purchaser pursuant to which the Vendor agreed to sell, and the Purchaser agreed to purchase, the Property for the Consideration of HK$1,800,000 payable in cash.

• for identification purposes only

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THE S&P AGREEMENT

Date

11th June 2013 (after trading hours)

Parties

• (1) Universe Films Distribution Company Limited（寰宇影片發行有限公司）as the Vendor.

The Vendor is an indirect wholly-owned subsidiary of the Company and is principally engaged in the business of film exhibition in Hong Kong, sub-licensing of film rights and television series and leasing of investment properties.

• (2) Eternal Good Development Limited（永好發展有限公司）as the Purchaser.

The entire issued share capital of the Purchaser is solely and beneficially owned by Mr. Lam. The Purchaser is principally engaged in the business of leasing of investment properties.

Sale and Purchase

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

Under the S&P Agreement, the Purchaser has also unconditionally and irrevocably covenanted with the Vendor that the Purchaser shall execute a deed of grant of right of way over and along with part of the Property for, among other things, access of the owners of any other properties in the vicinity (if so demanded by the Vendor) without any charge to the Vendor.

Property to be Disposed of

The Property comprises 2 plots of house waste lot and a plot of dry cultivation lot located at Lantau Island, New Territories and registered in the Land Registry as Section A of Lot No. 1510, Section B of Lot No. 1510 and Lot No. 1515 in Demarcation District No. 328 with a total site area of approximately 768.2 square metre. The Property is currently vacant and will be delivered to the Purchaser upon Completion with vacant possession.

The Property, together with the Other Properties located in the vicinity, was acquired by the Vendor in November 2012 at a cost of HK$1,653,760. Reference is made to the October 2012 Announcement. The net book value of the Property is HK$1,653,760 as at 11th June 2013. Since the acquisition of the Property in November 2012, the Property has been held by the Group as investment properties.

Consideration

The Consideration, in the sum of HK$1,800,000, is payable in cash by the Purchaser to the Vendor in the following manner:

• (1) an initial deposit in the sum of HK$180,000 has been paid to the Vendor upon the signing of the S&P Agreement; and

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(2) the remaining balance of HK$1,620,000 will be paid to the Vendor upon Completion.

The Property was valued at HK$1,653,760 as at 10th June 2013 by Roma Appraisals Limited, an independent qualified valuer. The Consideration was arrived at after arm’s length negotiations between the Vendor and the Purchaser with reference to the Property Valuation.

Completion

It is provided in the S&P Agreement that Completion will take place on or before 11th July 2013.

If the Purchaser for any cause (other than the default of the Vendor) fails to complete the purchase in accordance with the terms and conditions contained in the S&P Agreement, the initial deposit paid shall be absolutely forfeited to the Vendor who may thereupon by notice given to the Purchaser rescind the sale; and the Purchaser shall be liable to pay all the stamp duties payable under the Stamp Duty Ordinance, Chapter 117 of the Laws of Hong Kong on the S&P Agreement. Upon the Vendor exercising its right to rescind the sale under the S&P Agreement, the Vendor may but is not obliged to resell the Property either by public auction or private contract and on such conditions as the Vendor shall deem fit. Furthermore, in the event of the Vendor’s having elected to and did sell the Property, any deficiency in price (after taking into account of the moneys forfeited under the S&P Agreement) and all expenses attending such resale shall be borne and paid by the Purchaser to the Vendor as liquidated damages. Any gain or profit made by the Vendor from such resale shall belong to the Vendor.

If the Vendor for any cause (other than the default of the Purchaser) fails to complete the sale in accordance with the terms of the S&P Agreement, the initial deposit paid shall be returned to the Purchaser who shall also be entitled to recover from the Vendor such further damages (if any) over and above the said deposit as the Purchaser may sustain by reason of such failure on the part of the Vendor.

REASONS AND BENEFITS OF THE DISPOSAL

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.

In view of the future development outlook for the Property, which comprises 2 plots of house waste lot and a plot of dry cultivation lot, the Group has decided not to continue to hold the Property for investment purposes. Unaffected by the Disposal, the Group will continue to hold the Other Properties for investment purposes.

The Consideration represents a premium of approximately 8.8% over (1) the acquisition cost of the Property; (2) the net book value of the Property as at 11th June 2013; and (3) the Property Valuation.

The Directors (except for Mr. Lam who abstained from participating in the approval of the Disposal due to his interests therein) including the independent non-executive Directors, considered that the terms of the S&P Agreement (including the Consideration) are on normal commercial terms and are fair and reasonable, and the entering into of the S&P Agreement is in the interests of the Company and the Shareholders as a whole.

Use of Net Proceeds

The net proceeds arising from the Disposal are expected to be approximately HK$1,755,000 which will be used as the Group’s working capital or for the production of films and television series.

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Financial Effect of the Disposal

The expected net gain to be derived from the Disposal will amount to approximately HK$101,240, which represents the difference between the net proceeds arising from the Disposal and the net book value of the Property as at 11th June 2013.

LISTING RULES IMPLICATIONS AND GENERAL INFORMATION

The entire issued share capital of the Purchaser is solely and beneficially owned by Mr. Lam. By virtue of the interest of Mr. Lam in the Purchaser, the Disposal constitutes a connected transaction for the Company under Rule 14A.13(1) of the Listing Rules.

Each of the applicable “percentage ratios” (as defined in the Listing Rules) for the Disposal is less than 5%. Therefore, the Disposal satisfies the exemption under Rule 14A.32 (1) of the Listing Rules and is only subject to the reporting and the announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and exempt from independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As at the date of this announcement, the Board comprises Mr. Lam, Mr. Yeung Kim Piu as executive Directors and Mr. Ng Kwok Tung, Dr. Leung Shiu Ki, Albert 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:

“Board”	the board of Directors
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability and the Shares are listed on the Stock
	Exchange
“Companies Ordinance”	Companies Ordinance, Chapter 32 of the Laws of Hong Kong
“Completion”	completion of the sale and purchase of the Property under the S&P
	Agreement
“Connected Person”	has the meaning given to it under the Listing Rules
“Consideration”	HK$1,800,000, being the total consideration payable in cash by the
	Purchaser to the Vendor under the S&P Agreement
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Property pursuant to the S&P Agreement
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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“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 as
	amended, supplemented or otherwise modified from time to time
“Mr. Lam”	Mr. Lam Shiu Ming, Daneil, the Chairman of the Company, an executive
	Director and the sole and beneficial owner of the Purchaser
“October 2012	an announcement of the Company dated 15th October 2012
Announcement”
“Other Properties”	certain other properties (located in the vicinity of the Property) acquired
	by the Group together with the Property as set out in the October 2012
	Announcement
“Property”	comprises 2 plots of house waste lot and a plot of dry cultivation lot
	located at Lantau Island, New Territories and registered in the Land
	Registry as Section A of Lot No. 1510, Section B of Lot No. 1510 and Lot
	No. 1515 in Demarcation District No. 328
“Purchaser”	Eternal Good Development Limited（永好發展有限公司）, a company
	incorporated under the Companies Ordinance
“Property Valuation”	HK$1,653,760, the market value of the Property as at 10th June 2013
	valued by Roma Appraisals Limited, an independent qualified valuer
“S&P Agreement”	the agreement for sale and purchase dated 11th June 2013 entered into
	between the Vendor and the Purchaser in relation to the sale and purchase
	of the Property
“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
	司）, a company incorporated under the Companies Ordinance
“%”	per cent
	By Order of the Board
	Lam Shiu Ming, Daneil
	Chairman and Executive Director

Hong Kong, 11th June 2013

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