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

Mar 25, 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: MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE PROPOSED ACQUISITION

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).

MOU

The board (“ Board ”) of directors (“ Directors ”) of the Company is pleased to announce that after the trading hours on 25 March 2015, Precise Reach Group Limited (“ Purchaser ”), a wholly-owned subsidiary of the Company, entered into a non-legally binding memorandum of understanding (“ MOU ”) with a potential seller (“ Potential Seller ”) in respect of the proposed acquisition (“ Acquisition ”) of all or part of the Potential Seller’s shareholding in (1) a company incorporated in Hong Kong with limited liability (“ Target A ”); and (2) a company incorporated in Hong Kong with limited liability (“ Target B ”, together with Target A, the “ Target Companies ”). As at the date of this announcement, the Potential Seller (1) is one of the minority shareholders of Target A; and (2) is the sole shareholder of Target B. The number of shares in the Target Companies that the Purchaser or its nominee proposes to acquire, the consideration therefor and the manner of payment are subject to negotiation between the parties and to be set out in a definitive agreement in writing (“ Formal SPA ”).

• for identification purposes only

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Principal terms of the MOU

The principal terms of the MOU include:

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

• (2) The Potential Seller agrees with the Purchaser that during the period of six months from the date of the MOU (or such longer period as the parties may agree in writing) (“ Exclusivity Period ”), the Potential Seller shall not, directly or indirectly, whether by itself or through any of the directors, officers, employees, other shareholders, agents or representatives of the Potential Seller and/or the Target Companies, 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.

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

• (4) Closing of the Acquisition 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 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 is not intended to be legally binding and shall not constitute the entire legal agreement or commitment between the parties on the transactions contemplated under the MOU, except for the provisions regarding the Due Diligence Review, the issues of confidentiality, exclusivity, termination, costs and governing law under the MOU.

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

INFORMATION OF 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 (“ Optical Shops ”).

In or around mid-November 2014, pursuant to an internal reorganisation, 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 as optical retail shops.

Target B is a company incorporated in Hong Kong in November 2014 with limited liability and has accepted the transfer of the businesses of the two Optical Shops after its incorporation pursuant to the Internal Reorganisation.

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To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Potential Seller, its ultimate beneficial owner and the remaining shareholders of Target A is a third party independent of the Company and its connected persons 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 MOU, if materialised, will enable the Company to diversify its business and expand its revenue base, which will be beneficial to the Group and the shareholders of the Company.

GENERAL

The Board wishes to emphasise that the MOU may or may not lead to the entering into of the Formal SPA and the transactions contemplated thereunder may or may not be consummated. In the event that the Formal SPA materialises, the transaction contemplated thereunder may constitute a notifiable transaction 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, 25 March 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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