Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2015

May 7, 2015

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)

DISCLOSEABLE TRANSACTION: INVESTMENT IN OPTICAL PRODUCTS RETAIL CHAIN

THE ACQUISITIONS

The Board wishes to announce that after trading hours on 7 May 2015, the Vendor and the Warrantor entered into (i) the HK Optical SP Agreement with the Purchaser (a wholly-owned subsidiary of the Company), pursuant to which the Purchaser agreed to acquire, and the Vendor agreed to sell, the HK Optical Sale Shares, representing 11% of the issued share capital of Target A, and the HK Optical Sale Loan; and (ii) the Fine Ocean SP Agreement with the Purchaser, pursuant to which the Purchaser agreed to acquire, and the Vendor agreed to sell, the Fine Ocean Sale Shares, representing 80% of the issued share capital of Target B. The total purchase price for the Acquisitions is HK$4,000,000.

The Target Companies are principally engaged in the wholesale and retail of optical products in Hong Kong under the trade name of “茂昌眼鏡 Hong Kong Optical”. Currently, Target A operates seven retail shops in Hong Kong and Target B operates two retail shops in Hong Kong.

The Fine Ocean Acquisition and the HK Optical Acquisition are not inter-conditional.

IMPLICATIONS UNDER THE LISTING RULES

Given that one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the HK Optical Acquisition and the Fine Ocean Acquisition (whether standalone or in aggregate) exceeds 5% and all applicable percentage ratios are less than 25%, each of the HK Optical Acquisition and the Fine Ocean Acquisition (whether standalone or in aggregate) constitutes a discloseable transaction of the Company under the Listing Rules and is therefore subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

Reference is made to the announcement of the Company dated 25 March 2015 (“ Announcement ”) in relation to the MOU.

• for identification purposes only

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THE ACQUISITIONS

The Board wishes to announce that after trading hours on 7 May 2015, the Vendor and the Warrantor entered into (i) the HK Optical SP Agreement with the Purchaser (a wholly-owned subsidiary of the Company), pursuant to which the Purchaser agreed to acquire, and the Vendor agreed to sell, the HK Optical Sale Shares, representing 11% of the issued share capital of Target A, and the HK Optical Sale Loan at the HK Optical Consideration; and (ii) the Fine Ocean SP Agreement with the Purchaser, pursuant to which the Purchaser agreed to acquire, and the Vendor agreed to sell, the Fine Ocean Sale Shares, representing 80% of the issued share capital of Target B, at the Fine Ocean Consideration.

The Fine Ocean Acquisition and the HK Optical Acquisition are not inter-conditional.

THE HK OPTICAL SP AGREEMENT

The major terms of the HK Optical SP Agreement are set out below.

Date

7 May 2015

Parties

Vendor:

Fairy Fresh International Limited, a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding.

Purchaser: Precise Reach Group Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company.

Warrantor: Mr. Poon Chun Yin, the ultimate beneficial owner of the Vendor.

The Warrantor joins as a party to the HK Optical SP Agreement to guarantee the performance of the obligations of the Vendor under the HK Optical SP Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, each of the Vendor, the Warrantor and the remaining shareholders of Target A is a third party independent of the Company and the connected persons of the Company.

Assets to be acquired by the Purchaser

• (a) the HK Optical Sale Shares, representing 11% of the issued share capital of Target A; and

• (b) the HK Optical Sale Loan, representing a proportional amount of the loans advanced by the shareholders to Target A.

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HK Optical Consideration

The total consideration payable by the Purchaser to the Vendor for the purchase of the HK Optical Sale Shares and the HK Optical Sale Loan shall be HK$1,600,000 of which:

• (a) the purchase price of the HK Optical Sale Shares shall be HK$445,000; and

• (b) the purchase price of the HK Optical Sale Loan shall be HK$1,155,000.

The HK Optical Consideration shall be paid or satisfied by the Purchaser to the Vendor (or to its order) in cash upon the HK Optical Completion.

The HK Optical Consideration payable by the Purchaser will be satisfied by the Group’s internal resources.

The HK Optical Consideration and the HK Optical Sale Loan were determined after arm’s length negotiations between the Vendor and the Purchaser and after taking into consideration of, among other things, (i) the established and renowned brand name of “茂昌眼鏡 Hong Kong Optical”; (ii) the investment made by the Vendor in Target B in the past; (iii) the face value of the HK Optical Sale Loan; and (iv) the opportunity for the Group to invest in the optical products retail business in Hong Kong.

HK Optical Completion

The HK Optical Completion will take place on the fifth Business Day after the date of the HK Optical SP Agreement (or such other date as the parties thereto may agree in writing).

THE FINE OCEAN SP AGREEMENT

The major terms of the Fine Ocean SP Agreement are set out below.

Date

7 May 2015

Parties

Vendor: Fairy Fresh International Limited Purchaser: Precise Reach Group Limited Warrantor: Mr. Poon Chun Yin

The Warrantor joins as a party to the Fine Ocean SP Agreement to guarantee the performance of the obligations of the Vendor under the Fine Ocean SP Agreement.

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Assets to be acquired by the Purchaser

The Fine Ocean Sale Shares, representing 80% of the issued share capital of Target B.

Fine Ocean Consideration

The total consideration payable by the Purchaser to the Vendor for the purchase of the Fine Ocean Sale Shares shall be HK$2,400,000, which shall be paid or satisfied by the Purchaser to the Vendor (or to its order), in cash upon the Fine Ocean Completion.

The Fine Ocean Consideration was determined after arm’s length negotiations between the Vendor and the Purchaser after taking into consideration of, among other things, (i) the established and renowned brand name of “茂昌眼鏡 Hong Kong Optical”; (ii) the investment made by the Vendor in Target B in the past; and (iii) the opportunity for the Group to further diversify its current business into the optical products retail business in Hong Kong and broaden the income sources of the Group.

The Fine Ocean Consideration payable by the Purchaser will be satisfied by the Group’s internal resources.

Fine Ocean Completion

The Fine Ocean Completion will take place on the fifth Business Day after the date of the Fine Ocean SP Agreement (or such other date as the parties thereto may agree in writing).

INFORMATION ABOUT THE TARGET COMPANIES

Target A is a company incorporated in Hong Kong with limited liability and is principally engaged in the wholesale and retail of optical products in Hong Kong. Prior to the Internal Reorganisation (as defined below), Target A operated a total of nine optical retail shops under the name of “茂昌眼鏡 Hong Kong Optical” (“ Optical Shops ”).

In or around mid-November 2014, pursuant to an internal reorganisation undertaken by the Vendor and the Target Companies, Target A has transferred the businesses of two of the Optical Shops to Target B (“ Internal Reorganisation ”). After the Internal Reorganisation, both Target Companies continue to operate their respective business under the name of “茂昌眼鏡 Hong Kong Optical”.

The unaudited total assets value and net liabilities value of Target A as at 31 December 2014 were approximately HK$16,795,000 and approximately HK$5,026,000 respectively. The financial information of the seven Optical Shops currently operated by Target A for the two years ended 31 December 2014 are as follows:

Net loss before and after taxation

Year ended Year ended 31 December 2013 31 December 2014 HK$’000 HK$’000 (approximately) (approximately) (unaudited) (unaudited) 226 126

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Pursuant to a loan agreement dated 23 March 2015 entered into between Universe Asia Finance Company (“ Universe Finance ”), a wholly owned subsidiary of the Company, as the lender and Target A as the borrower, Universe Finance has advanced a loan of HK$5,000,000 to Target A for a period of one year commencing from 23 March 2015 at an interest rate of 8% per annum. Such financial assistance did not amount to a transaction which was subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

Target B is a company incorporated in Hong Kong on 7 November 2014 with limited liability. As described above, the businesses of the two Optical Shops were transferred to Target B pursuant to the Internal Reorganisation.

As Target B is a newly incorporated company, no information regarding its profit or loss for the two immediately preceding financial years is presented in this announcement. As at 31 December 2014, the unaudited total assets and net liabilities value of Target B were approximately HK$2,748,000 and approximately HK$216,000 respectively. The unaudited net loss before and after taxation of Target B for the period since its incorporation and up to 31 December 2014 was approximately HK$216,000. The financial information of the two Optical Shops currently operated by Target B for the two years ended 31 December 2014 are as follows:

		Year ended	Year ended
	31	December 2013	31 December 2014
		HK$’000	HK$’000
		(approximately)	(approximately)
		(unaudited)	(unaudited)
Net loss before and after taxation		742	1,078

Immediately after the Fine Ocean Completion, Target B will be owned as to 80% by the Purchaser and 20% by the Vendor and will become a subsidiary of the Company. Immediately after the HK Optical Completion, Target A will be owned as to 11% by the Purchaser, 9% by the Vendor and 80% by third parties who, and whose ultimate beneficial owners, are independent of and not connected with the Company and the connected persons of the Company and the financial information of Target B will be accounted as investment in the books of the Company.

INFORMATION ABOUT THE GROUP

The Group is principally engaged in the 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 ACQUISITIONS

The Board considers that the Acquisitions represent a good opportunity for the Group to invest in a well-known optical products retail chain in Hong Kong and such acquisitions will enable the Company to diversify its business into optical products retail business in Hong Kong and expand its revenue base, which will be beneficial to the Group and the Shareholders.

The Directors consider that the terms of the HK Optical SP Agreement and the Fine Ocean SP Agreement were determined after arm’s length negotiations between the parties thereto and the Directors are of the view that the terms of the HK Optical SP Agreement and the Fine Ocean SP Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

Given that one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the HK Optical Acquisition and the Fine Ocean Acquisition (whether standalone or in aggregate) exceeds 5% and all applicable percentage ratios are less than 25%, each of the HK Optical Acquisition and the Fine Ocean Acquisition (whether standalone or in aggregate) constitutes a discloseable transaction of the Company under the Listing Rules and is therefore subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

“Acquisitions”	collectively, the HK Optical Acquisition and the Fine Ocean Acquisition
“Board”	the board of Directors
“Business Day”	means a day (excluding Saturday and any day on which a tropical cyclone
	warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m.
	and 12:00 noon and is not lowered at or before 12:00 noon or on which
	a “black” rainstorm warning is hoisted or remains in effect between
	9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon)
	on which licensed banks in Hong Kong are generally open for business
“Company”	Universe International Holdings Limited, a company incorporated in
	Bermuda with limited liability, whose shares are listed on the Stock
	Exchange
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Directors”	the directors of the Company
“Fine Ocean Acquisition”	the acquisition of the Fine Ocean Sale Shares by the Purchaser from the
	Vendor pursuant to the terms of the Fine Ocean SP Agreement
“Fine Ocean Completion”	completion of the Fine Ocean Acquisition
“Fine Ocean Consideration”	the sum of HK$2,400,000 payable by the Purchaser to the Vendor under
	the Fine Ocean SP Agreement in connection with the purchase of the Fine
	Ocean Sale Shares
“Fine Ocean SP Agreement”	the agreement dated 7 May 2015 entered into between the Purchaser and
	the Vendor in relation to the Fine Ocean Acquisition
“Fine Ocean Sale Shares”	8 shares of Target B, representing 80% of the issued share capital of Target
	B as at the Fine Ocean Completion, legally and beneficially owned by the
	Vendor immediately prior to the Fine Ocean Completion
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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“HK Optical Acquisition”

the acquisition of the HK Optical Sale Shares and the HK Optical Sale Loan by the Purchaser from the Vendor pursuant to the terms of the HK Optical SP Agreement

“HK Optical Completion”	completion of the HK Optical Acquisition
“HK Optical Consideration”	the sum of HK$1,600,000 payable by the Purchaser to the Vendor under
	the HK Optical SP Agreement in connection with the purchase of the HK
	Optical Sale Shares and the HK Optical Sale Loan
“HK Optical SP Agreement”	the agreement dated 7 May 2015 entered into between the Purchaser and
	the Vendor in relation to the HK Optical Acquisition
“HK Optical Sale Loan”	HK$1,155,000 owing by Target A to the Vendor immediately prior to the
	HK Optical Completion
“HK Optical Sale Shares”	550,000 shares of Target A, representing 11% of the issued share capital of
	Target A as at the HK Optical Completion
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“MOU”	the memorandum of understanding dated 25 March 2015 between the
	Purchaser and the Vendor in relation to proposed acquisition of shares of
	the Target Companies by the Purchaser from the Vendor
“Purchaser”	Precise Reach Group Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned subsidiary of the
	Company
“Shareholder(s)”	holder(s) of the share(s) in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target A”	Hong Kong Optical Company Limited香港茂昌眼鏡有限公司, a
	company incorporated in Hong Kong with limited liability
“Target B”	Fine Ocean Limited海越有限公司, a company incorporated in Hong
	Kong with limited liability
“Target Companies”	collectively, Target A and Target B
“Vendor”	Fairy Fresh International Limited, a company incorporated in the British
	Virgin Islands with limited liability

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“Warrantor”

Mr. Poon Chun Yin, the ultimate beneficial owner of the Vendor

“%”

per cent

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

Hong Kong, 7 May 2015

As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun, the non-executive Director is Mr. Chan Shiu Kwong Stephen, and the independent non-executive Directors are Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

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