Sinopec Engineering Group Co Ltd. — M&A Activity 2015

Apr 20, 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)

INSIDE INFORMATION: MEMORANDA OF UNDERSTANDING IN RESPECT OF THE POSSIBLE ACQUISITIONS

This announcement is made by Universe International Holdings Limited (“ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2) of the Rules (“ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined in the Listing Rules).

MOUs

The board (“ Board ”) of directors (“ Directors ”) of the Company is pleased to announce that after the trading hours on 20 April 2015, Fragrant River Entertainment Investment Limited (“ Purchaser ”), a wholly-owned subsidiary of the Company, entered into (i) a non-legally binding memorandum of understanding (“ MOU I ”) with a potential seller (“ Potential Seller A ”) in respect of the possible acquisition (“ Possible Acquisition I ”) of all or part of the Potential Seller A’s shareholdings in a company incorporated in the Cayman Islands with limited liability (“ Target A ”); and (ii) a non-legally binding memorandum of understanding (“ MOU II ”, together with the MOU I, the “ MOUs ”) with 3 potential sellers (“ Potential Sellers B ”) in respect of the possible acquisition (“ Possible Acquisition II ”) of all or part of the direct or indirect interests of the Potential Sellers B in a company incorporated in the British Virgin Islands with limited liability (“ Target B ”, together with Target A, the “ Target Companies ”).

The number of shares in each of the Target Companies that the Purchaser proposes to acquire, the consideration therefor and the manner of payment are subject to negotiation between the parties and to be set out in the respective definitive agreements in writing (“ Formal SPAs ”, each “ Formal SPA I ” or “ Formal SPA II ”).

The Formal SPA I and the Formal SPA II are not inter-conditional.

• for identification purposes only

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Particulars of Target A and Target B are set out in the paragraph headed “Information of the Target Companies” below.

Principal terms of the MOU I

The principal terms of the MOU I are:

• (1) The Purchaser, its agents and/or professional adviser(s) shall be entitled to carry out the due diligence review on the Target A, its subsidiaries, proposed subsidiaries and other business entities involved in the Possible Acquisition I (if any) and their respective assets, business operations and documents, as well as on the applicable legal, tax and regulatory requirements for the Possible Acquisition I during the Exclusivity Period I (as defined below).

• (2) The Potential Seller A agrees with the Purchaser that during the period of six months from the date of the MOU I (or such longer period as the parties may agree in writing) (“ Exclusivity Period I ”), the Potential Seller A shall not, directly or indirectly, whether by itself or through any of the directors, officers, employees, other shareholders, agents or representatives of it or of the Target A, discuss, negotiate or enter into any contract or agreement with or give any undertaking in favour of any third party which may result in frustrating or impeding the furtherance of the transactions contemplated under the MOU I.

• (3) The parties shall negotiate with each other with the aim of agreeing and reaching the Formal SPA I in relation to the Possible Acquisition I within the Exclusivity Period I.

• (4) Closing of the Possible Acquisition I is conditional upon (i) the Purchaser being satisfied with the results of the due diligence review; and (ii) the parties having entered into the Formal SPA I and the conditions precedent stated therein having been satisfied or waived (to the extent such conditions precedent are capable of being waived).

• (5) The MOU I does not intend to be legally binding and shall not constitute the entire legal agreement or commitment between the parties on the transactions contemplated under the MOU I, except for the provisions regarding the due diligence review, the issues of confidentiality, exclusivity, termination, costs and governing law under the MOU I.

• (6) The MOU I shall be terminated upon the execution of the Formal SPA I. In the event that the Formal SPA I has not been entered into between the parties within the Exclusivity Period I, except the parties agree otherwise, the MOU I shall be terminated immediately upon expiration of the Exclusivity Period I.

Principal terms of the MOU II

The principal terms of the MOU II are:

• (1) The Purchaser, its agents and/or professional adviser(s) shall carry out the due diligence review on the Target B, its subsidiaries, proposed subsidiaries and other business entities involved in the Restructuring (as defined below) and/or the Possible Acquisition II (if any) and their respective assets, business operations and documents, as well as on the applicable legal, tax and regulatory requirements for the Possible Acquisition II during the Exclusivity Period II (as defined below).

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• (2) The Potential Sellers B agree with the Purchaser that during the period of six months from the date of the MOU II (or such longer period as the parties may agree in writing) (“ Exclusivity Period II ”), the Potential Sellers B shall not, directly or indirectly, whether by themselves or through any of the directors, officers, employees, other shareholders, agents or representatives of them or of the Target B, discuss, negotiate or enter into any contract or agreement with or give any undertaking in favour of any third party which may result in frustrating or impeding the furtherance of the transactions contemplated under the MOU II.

• (3) The parties shall negotiate with each other with the aim of agreeing and reaching the Formal SPA II in relation to the Possible Acquisition II within the Exclusivity Period II.

• (4) Closing of the Possible Acquisition II is conditional upon (i) the Purchaser being satisfied with the results of the due diligence review; (ii) the Restructuring (as defined below) having been completed; and (iii) the parties having entered into the Formal SPA II and the conditions precedent stated therein having been satisfied or waived (to the extent such conditions precedent are capable of being waived).

• (5) The MOU II does not intend to be legally binding and shall not constitute the entire legal agreement or commitment between the parties on the transactions contemplated under the MOU II, except for the provisions regarding the due diligence review, the issues of confidentiality, exclusivity, termination, costs and governing law under the MOU II.

• (6) The MOU II shall be terminated upon the execution of the Formal SPA II. In the event that the Formal SPA II has not been entered into between the parties within the Exclusivity Period II, except the parties agree otherwise, the MOU II shall be terminated immediately upon expiration of the Exclusivity Period II.

INFORMATION OF THE TARGET COMPANIES

Target A

Reference is made to the announcement of the Company dated 13 October 2014, in which the Company announced its interests in acquiring a group of companies which are principally engaged in the production of frames for eyeglasses and other optical products. The Board wishes to clarify that the major operating companies of the target acquisition referred to in such announcement are the same with the subsidiaries of Target A. Due to the fact that the parties then failed to enter into a formal agreement, the then potential acquisition was terminated as announced by the Company in its announcement dated 13 February 2015. The Company has recently re-commenced the negotiation for the possible acquisition of Target A with Potential Seller A.

Target A is a company incorporated in the Cayman Islands on 20 May 2014 with limited liability. Target A and its subsidiaries are principally engaged in the production, supply and distribution of frames for eyeglasses and other optical products.

As at the date of this announcement, Potential Seller A is the sole owner of Target A.

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Target B

Reference is made to the announcements of the Company dated 17 October 2014 and 17 November 2014, in which the Purchaser announced that the Group had entered into an agreement for the acquisition of 22.13% of the issued share capital of Target B. Completion for such acquisition took place in late November 2015 and as at the date of this announcement, the Purchaser is the legal and beneficial owner of 22.13% of the issued share capital of Target B. The Company is in negotiation with Potential Sellers B with the aim of acquiring all or part of the remaining equity interests in Target B.

Target B is a company incorporated in the British Virgin Islands on 11 November 2010 with limited liability. Target B and its subsidiaries are principally engaged in trading, wholesales and retail of watch products.

As at the date of this announcement, Target B is owned as to 22.13% by the Purchaser and the Potential Sellers B are the direct or indirect owners of the remaining interests in Target B. Target B is currently preparing to effect a restructuring (“ Restructuring ”) whereby Target B will acquire the 9.61% interest of a 90.39% owned subsidiary so that Target B will become the sole owner of such subsidiary.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Potential Seller A, the Potential Sellers B and their respective ultimate beneficial owner(s) (where applicable) is third party independent of the Company and its connected persons (as defined in the Listing Rules) and their respective associates (as defined in the Listing Rules).

INFORMATION OF THE GROUP

The Group is principally engaged in 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.

The Board considers that the transaction as contemplated under the MOUs, if materialised, will enable the Company to tap into further business opportunities for trading, wholesales and retail of watch products as well as opportunities for the production and distribution of frames for eyeglasses and other optical products.

GENERAL

The Board wishes to emphasise that the MOUs may or may not lead to the entering into of the Formal SPAs and the transactions contemplated thereunder may or may not be consummated. In the event that the Formal SPAs materialise, the transactions contemplated thereunder may constitute notifiable transactions of the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate.

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

Hong Kong, 20 April 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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