Sinopec Engineering Group Co Ltd. — Regulatory Filings 2015

Jun 23, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 (the “ Meeting ”) of Universe International Holdings Limited (the “ Company ”) will be held at 18/F, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, N.T., Hong Kong on Monday, 13 July 2015 at 12:00 noon for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

(1) “ THAT

• (a) the conditional placing agreement entered into between the Company and Jun Yang Securities Company Limited and China Everbright Securities (HK) Limited as placing agents dated 26 May 2015 in relation to the placing of a maximum of 586,350,000 new shares of the Company on a best endeavour basis (“ Placing Agreement ”) (the principal terms of the Placing Agreement are summarised in the circular (“ Circular ”) to the shareholders of the Company dated 24 June 2015 and a copy of the Placing Agreement has been produced to this meeting marked “ A ” and signed by the chairman of this meeting for the purpose of identification) and all the transactions contemplated thereunder (including the allotment and issue of the Placing Shares (as defined in the Circular) pursuant thereto) be and are hereby approved;

• (b) the directors of the Company be and are hereby specifically authorised to allot and issue the Placing Shares (as defined in the Circular) in accordance with the terms of the Placing Agreement; and

• for identification purposes only

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• (c) any one director of the Company be and is hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in his or her discretion consider necessary, desirable or expedient to give effect to the Placing Agreement and all the transactions contemplated thereunder (including the allotment and issue of the Placing Shares pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Placing Agreement.”

• (2) “ THAT subject to and conditional upon:

• (i) The Stock Exchange of Hong Kong Limited granting or agreeing to grant (subject to allotment) the listing of, and permission to deal in, all the Rights Shares (as defined below) (in their nilpaid and fully-paid forms) by no later than the Prospectus Posting Date (as defined in the circular (“ Circular ”) to the shareholders of the Company dated 24 June 2015); (ii) the filing and registration of all relevant documents with the Registrar of Companies in Hong Kong by no later than the Prospectus Posting Date; and (iii) the Underwriting Agreement (as defined in the Circular) not being terminated by the Underwriter (as defined in the Circular) pursuant to the terms thereof on or before the Latest Time of Termination (as defined in the Circular):

  • (a) the issue by way of rights (“ Rights Issue ”) of not less than 596,760,614 ordinary shares of HK$0.01 each of the Company and not more than 665,160,614 ordinary shares of HK$0.01 each of the Company (“ Rights Shares ”) to the shareholders (“ Qualifying Shareholders ”) of the Company whose names appear on the register of members of the Company at the close of business on 23 July 2015 (“ Record Date ”) (or such other date as may be agreed in writing between the Company and the Underwriter) other than those Shareholders whose registered addresses as shown on the register of members of the Company are in any place outside Hong Kong and whom the directors of the Company (“ Directors ”), based on the enquiry made by the Company, consider it is necessary or expedient not to offer the Rights Shares to such Shareholders (“ Non-Qualifying Shareholders ”) on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body(ies) or stock exchange(s) in those place(s), in the proportion of two Rights Shares for every one existing share of the Company then held on the Record Date at the subscription price of HK$0.202 per Rights Share and otherwise on the terms and conditions set out in the Circular be and is hereby approved;

  • (b) the board of Directors (“ Board ”) or a committee thereof be and is hereby authorised to allot and issue the Rights Shares (in both their nil-paid form and fully-paid form) pursuant to or in connection with the Rights Issue provided that in the case of Non-Qualifying Shareholders, the Rights Shares shall not be allotted and issued to the Non-Qualifying Shareholders but shall be aggregated and issued to a nominee to be named by the Company and such Rights Shares shall be dealt with on terms set out in the Circular;

  • (c) the Board or a committee thereof be and is hereby authorised to make such other exclusions or other arrangements in relation to the Non-Qualifying Shareholders as he may deem necessary or expedient and generally to do such things or make such arrangements as it may think fit to effect the Rights Issue; and

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  - (d) any one Director be and is hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue and the Underwriting Agreement or any transactions contemplated thereunder.”

• (3) “ THAT subject to The Stock Exchange of Hong Kong Limited granting or agreeing to grant (subject to allotment) the listing of, and permission to deal in, all the Warrant Shares (as defined below):

• (a) without prejudice to any valid exercise of the general mandate of the Company granted to the board of directors of the Company (“ Board ”) on 29 November 2012 for the purpose of allotting and issuing any Warrant Shares prior to the passing of this resolution, the Board be and is hereby authorised to allot, issue and deal with such number of new shares of the Company (“ Warrant Shares ”) which may fall to be allotted and issued upon exercise of the subscription rights attached to the unlisted warrants (“ Warrants ”) issued by the Company entitling the holders thereof to subscribe in cash up to an aggregate amount of HK$85,500,000 for the Warrant Shares at the adjusted subscription price as described in the circular (“ Circular ”) to the shareholders of the Company dated 24 June 2015 with effect from the Record Date (as defined in the Circular) in accordance with the terms and conditions of the warrant instrument dated 25 October 2013 (a copy of which has been produced to this meeting marked “ B ” and initialed by the chairman of this meeting for the purpose of identification) and such number of Warrant Shares shall be subject to further adjustments as contained in the terms and conditions of the Warrants; and

• (b) the Board be and is hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be in their discretion consider desirable or expedient to give effect to the issue and allotment of the Warrant Shares and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.”

By order of the Board of Universe International Holdings Limited Lam Shiu Mang, Daneil Chairman and Executive Director

Hong Kong, 24 June 2015

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 18th Floor Hamilton HM 11 Wyler Centre Phase II Bermuda 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

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Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/its behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he/she/it so wish and in such event, the form of proxy shall be deemed to be revoked.

3. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

As at the date of this notice, the Directors are as follows:

Executive Directors:

Mr Lam Siu Ming, Daneil (Chairman) Mr Hung Cho Sing Mr Yeung Kim Piu Mr Lam Kit Sun

Non-Executive Director: Mr Chan Shiu Kwong Stephen

Independent Non-executive Directors:

Mr Lam Wing Tai Mr Lam Chi Keung Mr Choi Wing Koon

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