Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2014

Jan 29, 2014

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Proxy Form for Special General Meeting of Universe International Holdings Limited (the “Company”) (“SGM”)

I/We[(Note 1)]

of

being the registered holder(s) of[(Note 2)]

shares of HK$0.02 each (the “Share(s)”) in the capital of the Company, hereby appoint[(Note 3)] the Chairman of the SGM or

of

or failing him/her of as my/our proxy to act for me/us at the SGM (or any adjournment thereof) to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Wednesday, 19 February 2014, at 2:30 p.m. or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day, at the same time and place on the second Business Day (as defined in note 6 below) after 19 February 2014 for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the SGM and at the SGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolutions and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To approve, ratify and confirm JT Agreement and the transactions contemplated thereunder.(Note 5)
2.	To approve, ratify and confirm the UPI Agreement and the transactions contemplated thereunder.(Note 5)
3.	To re-elect Mr. Choi Wing Koon as an independent non-executive director of the Company and theboard of directors of the Company be authorized to fix his remuneration.
4.	To re-elect Mr. Lam Chi Keung as an independent non-executive director of the Company and theboard of directors of the Company be authorized to fix his remuneration.

Signed this the day of 2014.

Shareholder’s(s’) signature(s)[(Notes 7 & 8)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all such Shares registered in your name(s).

3. Please insert the name and address of the proxy desired in the space provided. Any alteration made to this proxy form must be initialled by the person who signs it. If no name is inserted, the duly appointed Chairman of the SGM will set as your proxy.

4. IMPORTANT: If you wish to vote for or against the resolution, please place a “ ✓ ” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the SGM other than that referred to in the notice convening the SGM.

5. The full text of this resolution appears in the notice of the SGM dated 29 January 2014.

6. Business Day means any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day and on which licensed banks in Hong Kong are open for general banking business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on 19 February 2014, the SGM will not be held on that day but will be held at the same time and place on the second Business Day after 19 February 2014.

7. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

8. Where there are joint registered holders of any Share, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

9. A proxy need not be a member of the Company.

10. In order to be valid, this proxy form and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s principal place of business in Hong Kong at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM (or any adjournment thereof). Completion and return of this proxy form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so wish and in such event, this proxy form shall be deemed to be revoked.

• for identification purpose only