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

Jan 29, 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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Universe International Holdings Limited (the “Company”) will 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 (1) below) after 19 February 2014 (or any adjournment thereof) (the “SGM”) for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the conditional agreement dated 10 December 2013 entered into between the Universe Films (Holdings) Limited (“UFH”) and Mr. Lam Shiu Ming, Daneil (“Mr. Lam”) in relation to the sale and purchase of the entire issued share capital in Joy Talent Investment Limited（俊宜投資有 限公司）(the “JT Agreement”) and a copy of the JT Agreement marked “A” is tabled before the meeting and signed for identification purpose by the Chairman of the meeting, as more particularly described in the circular to the shareholders of the Company dated 29 January 2014 (the “Circular”) of which this notice forms part, be approved, ratified and confirmed; and

3. (b) the directors of the Company (“Directors”) be and are hereby authorized to exercise all the powers of the Company and take all steps as might in their absolute discretion consider necessary, desirable or expedient to give effect to or in connection with the JT Agreement including, without limitation to:

   • (i) the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements with Mr. Lam or any other parties in connection with or incidental to the JT Agreement; and

   • (ii) the taking of all necessary actions to implement the transactions contemplated under the JT Agreement.”

4. “ THAT

5. (a) the conditional agreement dated 10 December 2013 entered into between the UFH, Universe Laser & Video Co., Limited（寰宇鐳射錄影有限公司）and Mr. Lam in relation to the sale and purchase of the entire issued share capital in Universe Property Investment Limited（寰宇物業 投資有限公司）(the “UPI Agreement”) and a copy of the UPI Agreement marked “B” is tabled before the meeting and signed for identification purpose by the Chairman of the meeting, as more particularly described in the Circular of which this notice forms part, be approved, ratified and confirmed; and

• for identification purposes only

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• (b) the Directors be and are hereby authorized to exercise all the powers of the Company and take all steps as might in their absolute discretion consider necessary, desirable or expedient to give effect to or in connection with the UPI Agreement including, without limitation to:

  • (i) the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements with Mr. Lam or any other parties in connection with or incidental to the UPI Agreement; and

  • (ii) the taking of all necessary actions to implement the transactions contemplated under the UPI Agreement.”

• “ THAT Mr. Choi Wing Koon be re-elected as an independent non-executive Director and the board of Directors be authorized to fix his remuneration.”

• “ THAT Mr. Lam Chi Keung be re-elected as an independent non-executive Director and the board of Directors be authorized to fix his remuneration.”

By Order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 29 January 2014

Notes:

• (1) 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 (or any adjournment thereof).

• (2) A member entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and, on a poll, vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company.

• (3) In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney, must be deposited at the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time appointed for the SGM or any adjourned meeting thereof.

• (4) In the case of joint 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 Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting 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.

• (5) Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM should you so wish and in such event the proxy form shall be deemed to be revoked.

• (6) As at the date hereof, 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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