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

Mar 13, 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 13 March 2015, Fragrant River Entertainment Investment 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 a company incorporated in the British Virgin Islands with limited liability (“ Target Company ” and together with its subsidiaries, the “ Target Group ”). As at the date of this announcement, the Potential Seller holds 50% of the issued share capital of the Target Company. The number of shares in the Target Company 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 ”).

Principal terms of the MOU

The principal terms of the MOU include:

• (1) The Purchaser, at its own cost, its agents and/or professional adviser(s) shall carry out the due diligence review on the Target Group and other business entities involved in the currently ongoing restructuring of the Target Company (“ Restructuring ”) and/or 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).

• for identification purposes only

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• (2) The Potential Seller agrees with the Purchaser that during the period of 6 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 himself or through any of the directors, officers, employees, other shareholders, agents or representatives of the Target Company, 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; (ii) the Restructuring having been completed; and (iii) 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 Purchaser shall pay, within 10 business days from the date of the MOU, to the Potential Seller (or to his order) a sum of HK$5,000,000 (“ Earnest Money ”) as earnest money for the Acquisition and part payment of the consideration, if the Formal SPA is entered into by the parties prior to the expiry of the Exclusivity Period (“ Long Stop Date ”).

• (6) In the event that the Formal SPA is not entered into by the parties prior to the Long Stop Date, the Potential Seller shall pay to the Purchaser a sum which is equal to the Earnest Money within 5 business days after the Long Stop Date.

• (7) In the event that the consideration agreed between the parties and as stipulated in the Formal SPA does not comprise any cash portion, the Potential Seller shall pay to the Purchaser a sum which is equal to the Earnest Money within 5 business days after the entering into of the Formal SPA and in the event that the cash portion comprised in the consideration agreed between the parties and as stipulated in the Formal SPA is less than the Earnest Money, the Potential Seller shall pay to the Purchaser a sum which is equal to the difference between the Earnest Money and the amount of the cash portion comprised in the consideration within 5 business days after the entering into of the Formal SPA.

• (8) The MOU 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, except for the provisions regarding the Due Diligence Review, the issue of confidentiality, exclusivity, Earnest Money, termination, costs and governing law under the MOU.

• (9) 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 expiration of the Exclusivity Period.

INFORMATION OF THE TARGET GROUP AND THE TARGET COMPANY

The Target Company is principally engaged in investment holding. The Target Company is currently undertaking the Restructuring, upon completion of which, the Target Group will be principally engaged in film and advertising production, provision of public relations services, holding and sponsoring stage performance, concerts and other culture events in Hong Kong, Taiwan and the People’s Republic of China.

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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 and the remaining shareholders of the Target Company is a 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 MOU, if materialised, will enable the Company to strengthen its current film production ability and its market position in the film industry, and in view of the principal activities of the Target Group, the Directors consider that such close alliance between the Group and the Target Group may have synergetic effect 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, 13 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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