Sinopec Engineering Group Co Ltd. — Regulatory Filings 2013

Apr 15, 2013

Hong Kong Stock 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

JOINT VENTURE AGREEMENT

The Directors are pleased to announce that on 15 April 2013 (after trading hours), DPP, an indirect whollyowned subsidiary of the Company, entered into the JV Agreement with the JV Partners whereby, among other things, DPP conditionally agreed to subscribe for registered capital in the JV Company, and DPP and the JV Partners conditionally agreed to regulate the rights and obligations of DPP and the JV Partners in relation to the management and activities of the JV Company in undertaking the Project.

Under the JV Agreement, DPP will upon Completion own 40% of the enlarged registered capital of the JV Company, and JV Partner 1, JV Partner 2 and JV Partner 3 will upon Completion own 25%, 25% and 10% of the enlarged registered capital of the JV Company respectively.

DPP, JV Partner 1, JV Partner 2 and JV Partner 3 will provide unsecured and interest-free loans of HK$8,800,000, HK$5,500,000, HK$5,500,000 and HK$2,200,000 respectively to the JV Company upon Completion or on or before 29 April 2013.

As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the JV Agreement is above 5%, and less than 25%, the entering into of the JV Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

• for identification purposes only

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JV AGREEMENT

• Date : 15 April 2013

Parties

• : (a) DPP; and (b) the JV Partners

• Purpose : To conditionally subscribe for registered capital in the JV Company and to regulate the rights and obligations of DPP and the JV Partners in relation to the management and activities of the JV Company.

• Scope of business : To carry on the business of the investment of lands and properties in Macau, including but not limited to, the Project.

On 22 March 2013, the JV Company has entered into a sale and purchase agreement for acquiring the Land for a total cash consideration of HK$21,300,000. A sum of HK$2,000,000 as deposit has been paid by the JV Company to the owner of the Land on 22 March 2013 and the balance of the consideration shall be paid on or before 2 May 2013.

• Constitution of the Board : The board of directors of the JV Company shall consist of 5 directors. DPP shall have the right to appoint 2 directors and each of the JV Partners shall have the right to appoint 1 director. There shall be one chairman of the Board who will be nominated by JV Partner 1. Each of directors of the JV Company will have one vote and the chairman of the Board shall have a casting vote in the event of an equality of votes.

• Transfer of registered capital : If either DPP or any of the JV Partners wishes to transfer its registered capital in the JV Company to a third party, an unanimous agreement in writing of all the Shareholders is required.

• Registered capital : The registered capital of the JV Company on the date of the JV Agreement is MOP30,000 in nominal value which shall be increased to MOP150,000 in nominal value before Completion.

As at the date of the JV Agreement, the JV Company is owned, as to 25% by JV Partner 1 (representing a nominal value of MOP7,500 of the existing registered capital of the JV Company), 25% by JV Partner 2 (representing a nominal value of MOP7,500 of the existing registered capital of the JV Company), and 50% by JV Partner 3 (representing a nominal value of MOP15,000 of the existing registered capital of the JV Company).

On Completion, DPP shall subscribe for 40% of the enlarged registered capital of the JV Company (representing a nominal value of MOP60,000 of the enlarged registered capital of the JV Company), and each of JV Partner 1 and JV Partner 2 shall subscribe for 20% of the enlarged registered capital of the JV Company (representing a nominal value of MOP30,000 each in the enlarged registered capital of the JV Company).

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Shareholders’ Loans : The Shareholders will provide the following sums to the JV Company as the Shareholder’s Loans upon Completion or on or before 29 April 2013:

DPP : HK$8,800,000 JV Partner 1 : HK$5,500,000 JV Partner 2 : HK$5,500,000 JV Partner 3 : HK$2,200,000 Shareholdings : On or after Completion, the enlarged registered capital of the JV Company will be owned as follows: DPP : 40% (MOP60,000) JV Partner 1 : 25% (MOP37,500) JV Partner 2 : 25% (MOP37,500) JV Partner 3 : 10% (MOP15,000) Profit sharing : The Shareholders shall share the net profits of the JV Company in proportion to their holdings of registered capital in the JV Company. Conditions precedent : The JV Agreement is conditional upon, among other things, all the representations, warranties and undertakings of the JV Company are true, complete and correct as of the date of the JV Agreement; the right of pre-emption conferred on the JV Partners by the memorandum and articles of association of the JV Company have been waived; the allotment of registered capital in the JV Company contemplated under the JV Agreement; and the provision of the Shareholders’ Loans by the Shareholders to the JV Company.

In the event that the conditions shall not have been fulfilled within 60 days of the date of the JV Agreement or such later date as the Shareholders may agree or DPP cannot become the legal and registered owner of the registered capital of the JV Company as contemplated under the JV Agreement, the JV Agreement as well as the allotment of the registered capital of the JV Company shall lapse and be of no further effect and the JV Company shall be obliged to refund the relevant portion of the Shareholders’ Loans and the amounts that have been advanced by DPP, if any, to the JV Company.

Completion : Completion shall take place within 60 days (or such later date as DPP and the JV Partners may agree) after the date of the JV Agreement.

The JV Company shall be recorded as a jointly-controlled entity in the consolidated financial statements of the Group in accordance with the Hong Kong Financial Reporting Standards.

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The amounts of the total registered capital of the JV Company and Shareholders’ Loans respectively were determined after arm’s length negotiations among DPP and the JV Partners by reference to the immediate capital requirement of the JV Company and the appraised value of the Land of HK$21,500,000 as at 15 April 2013 performed by Roma Appraisal Limited. The Group’s investment in the JV Company and the relevant portion of the Shareholders’ Loans to be provided by DPP are expected to be financed by internal resources of the Group. Other than the registered capital of the JV Company and the Shareholders’ Loans set out above, there is no further financial commitment that is required to be contributed by any of the DPP and the JV Partners to the JV Company.

REASONS AND BENEFITS OF THE TRANSACTION

The principal activity of the Company is investment holding. The subsidiaries of the Company are 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.

Prior to the JV Agreement, the JV Partners were already interested in investing in Macau and set up the JV Company in pursuing such object. On 22 March 2013, the JV Company identified an investment opportunity and entered into an agreement to purchase the Land and such agreement is due to complete on 2 May 2013. The Group has been actively seeking good investment opportunities and the Directors consider that the entering into the JV Agreement is a good investment opportunity which allows the Group to tap into the land and property markets in Macau, and believe that the Group will benefit from the anticipated growth in value of the Project.

The Directors, including the independent non-executive Directors, consider that the terms of the JV Agreement are fair and reasonable as far as the Shareholders are concerned, are based on normal commercial terms following arm’s length negotiations among DPP and the JV Partners and the entering into of the JV Agreement is in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE JV PARTNERS

Each of the JV Partners is an individual and permanent resident in Hong Kong. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the JV Partners is a third party independent of the Company and Connected Persons of the Company.

IMPLICATION UNDER THE LISTING RULES

As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the JV Agreement is above 5%, but less than 25%, the entering into of the JV Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

As at the date of this announcement, the Board comprises 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.

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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 its shares are listed on the
	Stock Exchange
“Completion”	completion of the transactions under the JV Agreement
“Connected Person”	has the meaning given to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“DPP”	Digital Programme Production Limited, a company incorporated
	under the Companies Ordinance, Chapter 32 of the Laws of Hong
	Kong, with limited liability
“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
“JV Agreement”	the joint venture agreement dated 15 April 2013 (after trading
	hours) entered into among DPP and the JV Partners, pursuant to
	which, among other things, DPP conditionally agree to subscribe
	for registered capital in the JV Company, and DPP and the JV
	Partners conditionally agreed to regulate their rights and obligations
	in relation to the management and activities of the JV Company in
	undertaking the Project
“JV Company”	Sun Billion Property Limited（陽澳置業有限公司）, a company
	incorporated under the laws of Macau as a private limited liability
	company
“JV Partner 1”	Mr. Tse Kar Ho Simon（謝嘉豪）, a Hong Kong permanent resident
“JV Partner 2”	Ms. Wong Min（王敏）, a Hong Kong permanent resident

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“JV Partner 3”	Mr. Wong Sai Ming（黃世明）, a Hong Kong permanent resident
“JV Partners”	JV Partner 1, JV Partner 2 and JV Partner 3
“Land”	a piece of land located at Rua Ho Lin Vong n˚s14-20, Taipa, Macau,
	Descrições n˚s6095 e 6096 (PPF) (NE-Rua Ho Lin Vong n˚s 21-23
	(n˚6097)); SE-Rua do Retiro n˚s 14-16 (n˚6083); SW-Rua Ho Lin
	Vong n˚s 5-11 (n˚s6100 e 6101); NW-Rua Ho Lin Vong)（澳門氹仔
	何連旺街14-20號標示編號6095及6096 (PPF)（東北－何連旺街
	21-23號）(n˚6097)；東南－安樂街14-16號(n˚6083)；西南－何連
	旺街5-11號(n˚s6100及6101)；西北－何連旺街）
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Macau”	the Macau Special Administrative Region of the People’s Republic
	of China
“MOP”	Macau Pataca, the lawful currency of Macau
“Project”	the project undertaken by the JV Company in the investment of the
	Land
“Shareholders”	shareholders of the JV Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Shareholders’ Loans”	an aggregate sum of HK$22,000,000 unsecured and interest-free
	loans from the Shareholders
“%”	per cent
	By Order of the Board
	Lam Shiu Ming, Daneil
	Chairman and Executive Director
Hong Kong, 15 April 2013

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