Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2014

May 22, 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)

INVESTMENT IN SEGREGATED PORTFOLIO COMPANY

The Board wishes to announce that on 22 May 2014, Weluck Development, a wholly-owned subsidiary of the Company, has committed to make a HK$55 million investment in an Investment Portfolio of Hydra Capital, by way of subscription for shares.

Hydra Capital is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands established for the purpose of making investments on behalf of its portfolios. The Investment Portfolio of Hydra Capital is currently focused on making investments in internet-related and mobile-application-related industries.

As the relevant applicable percentage ratios (as defined in the Listing Rules) exceed 5% but are less than 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

THE SUBSCRIPTION

On 22 May 2014, Weluck Development, a wholly-owned subsidiary of the Company, has committed to make a HK$55 million investment in an Investment Portfolio of Hydra Capital, by way of subscription for shares. A summary of the terms and conditions of the Subscription Agreement is set out below:

Date:

22 May 2014

Parties:

• (1) Hydra Capital as the issuer

• (2) Weluck Development as the subscriber

• for identification purposes only

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Hydra Capital is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands established for the purpose of making investments on behalf of its portfolios. Hydra Capital has engaged a manager to make day-to-day decisions regarding the management of its investments. The manager has appointed an investment manager to manage and invest the assets of the Investment Portfolio on a discretionary basis. The investment manager is a company incorporated in Hong Kong with limited liability principally engaged in the provision of investment advisory, funds dealing, introducing broker and asset management services.

To the best of the Directors’ knowledge, information and belief, Hydra Capital, the manager and the investment manager and their respective ultimate beneficial owners are Independent Third Parties.

Subscription amount

Under the Subscription Agreement, Weluck Development has committed to subscribe to 5,500 Class A #1 Shares of Hydra Capital at a price of HK$10,000 per Class A #1 Share. The total sum of HK$55 million that Weluck Development has committed to pay for the Subscription will form part of the Investment Portfolio. The Subscription will be funded by the internal resources of the Group.

Investment strategy

The Investment Portfolio of Hydra Capital is currently focused on making investments in internet-related and mobile-application-related industries.

Investment term

It is currently intended that the investment term will be for a period of 2 years.

Subscription fee and other fees

Weluck Development is not required to pay any subscription fee in connection with the Subscription. A management fee and a performance fee will be charged in respect of the holding of the Investment Portfolio.

INFORMATION RELATED TO THE GROUP

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.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Directors are of the view that the Subscription, which will be funded by the internal resources of the Group, provides the Group with a good investment opportunity to expand its investment portfolio to improve investment returns and to better utilise the cash resources of the Group.

The Directors (including independent non-executive Directors) are therefore of the view that the Subscription is fair and reasonable and in the best interests of the Company and its Shareholders as a whole.

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IMPLICATION UNDER THE LISTING RULES

As the relevant applicable percentage ratios (as defined in the Listing Rules) exceed 5% but are less than 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

DEFINITIONS

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

“Board”	the board of Directors
“Class A #1 Shares”	participating shares of US$0.01 each in the share capital of Hydra
	Capital with rights attached as prescribed in the memorandum and
	articles of association of Hydra Capital
“Class A #1 Shareholders”	shareholders of Class A #1 Shares
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hydra Capital”	Hydra Capital SPC, an exempted company incorporated with limited
	liability and registered as a segregated portfolio company under the
	laws of the Cayman Islands
“Independent Third Parties”	third parties independent of the Company and its connected persons
“Investment Portfolio”	the investment portfolio of Hydra Capital attributed to Class A #1
	Shareholders
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Shareholder(s)”	shareholder(s) of the Company

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subscription”

the subscription by Weluck Development of 5,500 Class A #1 Shares of Hydra Capital in the subscription amount of HK$55 million

• “Subscription Agreement”

the subscription agreement dated 22 May 2014 entered into between Weluck Development and Hydra Capital

• “US$”

the United States dollars, the lawful currency of the United States of America

• “Weluck Development”

Weluck Development Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

“%”

per cent.

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

Hong Kong, 22 May 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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