Sinopec Engineering Group Co Ltd. — Regulatory Filings 2014

Jun 17, 2014

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

The Board is pleased to announce that after trading hours on 17 June 2014, FREC entered into the Cooperation Framework Agreement with Bestcar Services Shanghai and Mr. Li.

Pursuant to the Framework Agreement, FREC and Mr. Li intends to cooperate in the following manner:

1. Bestcar Services Shanghai shall assist FREC to form the WFOE and assist the WFOE in obtaining the necessary approvals from relevant authorities in relation to the provision of finance leasing services;

2. Bestcar Services Shanghai shall provide marketing and management resources to the WFOE and assist the WFOE in developing and operating its automobile finance leasing business; and

3. FREC shall grant Bestcar Services International, a company controlled by Mr. Li, the option to purchase 20-30% of the WFOE or its direct holding company within a period of three years after the WFOE has obtained all necessary licences for operating its automobile finance leasing business in the PRC.

The Cooperation Framework Agreement also sets out the intended provisions regulating how Bestcar Services Shanghai shall be remunerated for its services to be provided to FREC.

The Board wishes to emphasise that the terms of the Cooperation Framework Agreement only set out the preliminary cooperation intentions of FREC, Bestcar Services Shanghai and Mr. Li, which does not constitute any substantive rights and obligations of the parties to the Cooperation Framework Agreement. Other than the provisions relating to confidentiality and other miscellaneous matters, the Cooperation Framework Agreement is not legally binding.

As required under the applicable PRC laws, the minimum registered capital of a wholly-owned foreign enterprise engaging in the finance lease business shall be RMB170 million. FREC will commence incorporation of the WFOE with a business scope principally engaged in lease financing and the WFOE will commence business once the Formal Cooperative Agreement has been entered into.

• for identification purposes only

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The Directors are of the view that the proposed transactions contemplated under the Cooperation Framework Agreement provides the Group a good opportunity to diversify its money lending business into the provision of finance leasing services in industries including but not limited to automobile and media and entertainment in the PRC, which is expected to broaden the Group’s income stream.

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.

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 17 June 2014, FREC entered into the Cooperation Framework Agreement with Bestcar Services Shanghai and Mr. Li.

Pursuant to the Cooperation Framework Agreement, FREC, Bestcar Services Shanghai and Mr. Li intends to cooperate in the following manner:

1. Bestcar Services Shanghai shall assist FREC to form the WFOE and assist the WFOE in obtaining the necessary approvals from relevant authorities in relation to the provision of finance leasing services;

2. Bestcar Services Shanghai shall provide marketing and management resources to the WFOE and assist the WFOE in developing and operating its automobile finance leasing business in areas including but not limited to:

3. (a) the referral of automobile finance leasing clients to the WFOE subject to the WFOE having final authority in approving the relevant finance leases;

4. (b) the provision of risk management and finance leasing approval resources and systems;

5. (c) the provision of assistance in relation to financial settlement of finance leases;

6. (d) acting on behalf of the WFOE in handling payment collection and asset preservation; and

7. (e) the provision of training services for employees of the WFOE; and

8. FREC shall grant Bestcar Services International, a company controlled by Mr. Li, the option to purchase 20-30% of the WFOE or its direct holding company in the manner as ascribed in the Cooperation Framework Agreement. The option is capable of being exercised within a period of three years after the WFOE has obtained all necessary licences for operating its automobile finance leasing business in the PRC.

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The Cooperation Framework Agreement also sets out the intended provisions regulating how Bestcar Services Shanghai shall be remunerated for its services to be provided to FREC.

FREC, Bestcar Services Shanghai and Mr. Li will enter into a formal cooperative agreement (“ Formal Cooperative Agreement ”) to set out definitive terms of cooperation subject to FREC and Bestcar Services Shanghai being satisfied of the due diligence results on the subject matters of the Cooperation Framework Agreement.

If the above conditions are not satisfied prior to 31 December 2014, the Cooperation Framework Agreement will lapse.

As required under the applicable PRC laws, the minimum registered capital of a wholly-owned foreign enterprise engaging in the finance lease business shall be RMB170 million. FREC will commence incorporation of the WFOE with a business scope principally engaged in lease financing and the WFOE will commence business once the Formal Cooperative Agreement has been entered into.

INFORMATION ON BESTCAR SERVICES SHANGHAI

Bestcar Services Shanghai is principally engaged in automobile technological development and technical advisory; automobile lease financing; the sale of nine seater cars for personal and business use, automobile accessories, automobile and motorcycle parts, hardware fittings, electrical equipment, air-conditioning equipment, audio equipment, lubricants, illumination equipment, electronic products and telecommunication products; investment management; and investment advisory (except brokerage services).

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

REASONS FOR ENTERING INTO THE COOPERATIVE FRAMEWORK AGREEMENT

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

The Directors are of the view that the proposed transactions contemplated under the Cooperation Framework Agreement provides the Group a good opportunity to diversify its money lending business into the provision of finance leasing services in industries including but not limited to automobiles and media and entertainment in the PRC, which is expected to broaden the Group’s income stream.

GENERAL

The Board wishes to emphasise that the terms of the Cooperation Framework Agreement only set out the preliminary cooperation intentions of FREC, Bestcar Services Shanghai and Mr. Li, which does not constitute any substantive rights and obligations 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.

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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.

Other than the provisions relating to confidentiality and other miscellaneous matters, the Cooperation Framework Agreement is not legally binding.

As the transactions as contemplated under the Cooperation Framework Agreement may or may not materialise, Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

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

“Bestcar Services	Bestcar Services International Limited, a company incorporated in the
International”	Cayman Islands with limited liability and a company controlled by Mr. Li
“Bestcar Services Shanghai”	優品汽車服務（上海）有限公司(in English, for identification purpose
	only, Bestcar Services (Shanghai) Limited), a limited liability company
	incorporated in the PRC and a company controlled by Mr. Li
“Board”	the board of Directors
“BVI”	British Virgin Islands
“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 17 June 2014 entered into
Agreement”	between FREC, Bestcar Services Shanghai and Mr. Li
“Director(s)”	director(s) of the Company
“FREC”	Fragrant River Entertainment Culture (Holdings) Limited, a company
	incorporated in the BVI with limited liability and a wholly-owned
	subsidiary of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Li”	Mr. Li Jia, chief executive officer and controlling shareholder of Bestcar
	Services International

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“PRC” the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

“Shareholders”

holders of the shares of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“WFOE”

the wholly foreign-owned enterprise to be established in the PRC by FREC with the assistance of Bestcar Services Shanghai pursuant to the Cooperation Framework Agreement

On behalf of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 17 June 2014

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 Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung as independent non-executive Directors.

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